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

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934
                   For the fiscal year ended December 31,2002

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

     For the transition period from                to
                                    ---------------   -----------------

     Commission file number
                           -----------------------------

                             Premier Axium ASP, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

               Nevada                                  88-0422308
   -------------------------------          -------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification
   incorporation or organization)                          No.)


                    705 Broadway
                    Oakland, CA                               94607
      ----------------------------------------              ----------
      (Address of principal executive offices)              (Zip Code)

Issuer's telephone number: (510) 451-2883

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

Title of each class                    Name of each exchange on which
registered
Common Stock 2 Billion Shares          OTC:BB
Preferred Shares 1 Million

Securities registered under Section 12(g) of the Exchange Act:
16,600,982,945 As
of 4/23/03

As of 12/31/02 the number of shares outstanding of the Registrant's Common Stock
was 4,750,982,945 shares.

As of 12/31/02 the aggregate number of shares held by non-affiliates was
approximately 664,546 shares.

<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(D) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ ] Yes [x ] No

Check if there is no disclosure of delinquent filers in response to ITEM 405 OF
REGULATION S-B 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. [X]

The issuer's revenues for its most recent fiscal year: $1,429,143

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, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $604,453 (See definition of affiliate in
Rule 12b-2 of the Exchange Act.)

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,151,796,000.


<PAGE>
                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS.

PREMIER is a BPO (business process outsourcing) company that contains
characteristics of both ASP (application service provider) and PEO (professional
employment organization) concepts. Premier strives to be global in scope and
ability to provide it's clients with the best possible solution to meet their
needs by offering our services in either a bundled or unbundled suites of
benefits and services. Premier intends to add strategic value through
outsourcing by creatively examining each client's specific needs throughout the
human resource process and then actually changing the way it is performed to a
more cost effective - streamlined manner.

Premier intends to offer it's clients the most relevant cost effective
integrated solutions for the management and administration of some or all of the
client's human resources function, by contractually assuming substantial
employer risks and responsibilities. By aggregating the workforces of multiple
clients, we can afford to offer and deliver comprehensive human resource
services through a professional staff to small to mid-sized companies in an
affordable manner. As a co-employer of it's client's workforce, Premier also
performs the technical aspects of HR and allows our clients to offer broader
based benefits to their employees that otherwise would only be available to
large corporations.

Premier's mission and vision is to provide our clients an alignment of human
resources with corporate strategy - in a sense, a one-stop outsourcing solution
for all of the important human resource functions that every business does which
may take away from it's core capabilities, and offering this in the BPO model
allows us to create a competitive advantage for our client's by allowing them to
invest in new capabilities that are not necessarily their core capabilities,
functions that they could not afford to invest in previously. Our clients
receive the additional leverage of our investment, knowledge and creativity by
providing them an expert in the human resource arena.

Premier's service offering includes but not limited to the following:

o Payroll processing and reporting
o Comprehensive health care benefits
o Workers' compensation services


                                       -1-
<PAGE>

PAYROLL SERVICES
Premier collaborates with each client's through a set of onsite orientations,
which are designed to smoothly transfer the client's employees onto Premier's
easy to use automated system powered by Summitt Software. Our integrated network
offers the following attributes:

o State of the art Software for electronic payroll transfers and account
  maintenance empowering employers with instant access to accounts and
  information
o Paycheck issue and on-site delivery o Reports Quarterly and for year-to-date
o W-2 reconciliation and submission o 941, 940, DE6, DE7, W-2, W-3, MAG Media
  filings
o Garnishment, Friends of the Courts, and other deduction administration
o Time off, vacation and sick pay accrual

Additionally, our software capabilities include creation, and filing of every
state and federal tax deposits eliminating your burden of late penalties and
fees. The client's involvement is reduced to writing just one check per pay
period, which represents your tax-deductible gross labor expense. Premier
efficiently handles any garnishments deductions, or W-4 changes without
inconvenience to the client.

HEALTH CARE BENEFITS

Premier offers it's clients access to diverse benefit programs with discounted
rates reserved exclusively for larger, high-volume companies.

Benefit programs may include:

o Health plans HMO-PPO-POS-Multiple Choice
o Dental plans HMO-PPO
o Vision plans HMO-PPO
o Group and Term Life and Disability
o Long-& short-term guaranteed life insurance and disability

WORKER'S COMPENSATION

Premier's workers' compensation program has numerous benefits for the client, by
Premier performing the following functions to enhance each client's
profitability:

o Reviewing past individual claims history, which can result in returned
  premiums
o Launching fraudulent claims investigations o Obtaining discounted,
  highly-competitive rates o Tracking incidents which may result in claims
o Maintaining current claim status information

ASP CAPABILITY

Since premier has purchase a license to use Summitt Software, which is one of
the leading PEO software's in the country, it has the capability to offer this
software in a private labeled version delivered to the client in a ASP manner.
It is premier's intent to build the ASP interface that delivers relevant
information to each client at their worksite. Such information would include but
not be limited to check printing capabilities, payroll reports, time and
attendance records, and payment histories.


                                       -2-
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY.

In May of 2002, the Company vacated it's headquarter offices located at 9025
Wilshire Blvd, Suite 400, Beverly Hills, CA 90211 with a monthly lease amount of
$6,180.00 to relocate and occupie 2,000 square foot of executive office space at
a lease rate of $2,500 per month located at 2148 1/2 West Sunset Blvd., Los
Angeles, CA 90026

ITEM 3. LEGAL PROCEEDINGS.

Management does not believe that the litigation matters, in the aggregate, if
determined against the company, would have a material adverse affect on the
operations of the company. The Company currently has the following legal
proceedings:

     (a)  Informal SEC Inquiry with regarding email information about the
          company.
     (b)  Settlement discussions with Suburban Capital Corporation in the
          matter of
         Suburban Capital vs. Core Solutions, Inc.

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

The company has not held an annual meeting since it's merger on March 29, 2001.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    (a) MARKET INFORMATION. Our common stock is quoted on the Over The Counter
        Bulletin Board trading under the stock symbol of PAXM. To the best of
        the registrant's knowledge and belief, there has been high market
        activity, buying and selling, of the common stock of the registrant, in
        brokerage transactions. During the period from January 1, 2002 to
        December 31, 2002, the highest and lowest sales prices for the shares
        were $3.56 and $.0002, respectively.

        At the close of business on April 23, 2003 the closing bid price for the
        common stock, as reported by the Over The Counter Bulletin Board (OTCBB)
        was $.0007

     (b) HOLDERS. There are presently 166 shareholders of record as of April 23
          2003.


                                       -3-
<PAGE>

    (c) DIVIDENDS. No Dividends have been paid by the company on its common
        stock and no such payment is anticipated in the foreseeable future. We
        have not paid any cash dividends on our common stock, and do not
        anticipate paying cash dividends on its common stock in the next year.
        We anticipate that any income generated in the foreseeable future will
        be retained for the development and expansion of our business. Future
        dividend policies are subject to the discretion of the Board of
        Directors and will depend upon a number of factors, including future
        earnings, debt service, capital requirements, business conditions, the
        financial condition of the company and other factors that the Board of
        Directors may deem relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary statement for purposes of "Safe Harbor Provisions" of the Private
Securities Litigation Reform Act of 1995.

Certain statements contained in this annual report on Securities and Exchange
Commission ("SEC") Form 10KSB ("Form 10KSB") constitute "Forward-Looking
Statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The statements involve known and unknown risks, uncertainties and other
factors that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different than any expressed or
implied by these forward looking statements. These statements may be contained
in our filings with the Securities and Exchange Commission, Press releases, and
written or oral presentations made by our representatives to analysts, rating
agencies, stockholders, news organizations and others. In some cases, you can
identify forward-looking statements by terminology such as "May", "Will",
"Should", "Intend", "Expects", "Plans", "Anticipates", "Believes", "Estimates",
"Predicts", "Potential", "Continue", or the negative of these terms.

MARKET OVERVIEW

In a study by Price Waterhouse Coopers, conducted by Yankelovish Partners among
304 CEO's, CFO's, COO's and CIO's at the largest multinational corporations
worldwide, found that:

    o   57% of companies in the US outsource HR services
    o   Nine out of Ten (91%) executives at companies that outsource their HR
        services are satisfied with their BPO initiatives.
    o   Three out of five (62%) report that cost savings resulting from their
        BPO initiatives have either met or exceeded their expectations.



                                       -4-
<PAGE>

o HR outsourcers believe that the BPO enables them to focus on core capabilities
  (96%), achieve greater efficiency without having to invest in people and
  technology (91%), become more profitable (85%) and provide better service
  levels than internal departments can provide (66%).

GROWTH POTENTIAL

Over the next 12 month's Premier intends to actively seek mergers and
acquisition targets in the PEO, Payroll, Insurance and other relevant HR
outsourcing service sectors.

Premier believes that the BPO model will be a blueprint for organizational
success following their clients to focus on the core business and building
competitive advantage, ultimately helping the client to be more profitable and

Business-Process outsourcing is on target for substantial growth over the next
few years says, Rebecca Scholl, a Gartner Dataquest senior analyst. While the
market for BPO's will reach $128 billion this years, this total will rise to
about $234 billion in 2005. It is premier's intent over the next twelve months
to capture at least one quarter of a percent of this market, making the state of
California the first in what is planned to be a nationwide rollout of it's
products and services. It is premier's goal to be able to offer at least a 15%
savings to it's clients by having their client's utilize their services.

There are several services and products Premier is currently evaluating and
structuring to add into it's product mix . These include but are not limited to:

     Credit Union Affiliations
     e-banking
     ATM/Debit Card Paychecks
     Various Insurance Coverages and Packages
     Establishing a Captive Insurance Agency
     401(k)
     Cafeteria/Section 125 Plans
     Human Resource consulting and administration
     Risk Management and Safety

It is management's projection that if success with funding, mergers,
acquisitions and originating of new business it is foreseeable that Premier will
be able to obtain $250 million in revenues over the next 12 months.



                                       -5-
<PAGE>


RESULTS OF OPERATIONS

NET REVENUES

In 2002 the net revenues of the Company were $1,429,143 compared to $90,814 in
2001. This increase of $1,338,329 was primarily due to an increase in new
account sales earned. As of December 31, 2002 the Company was continuing to
undergo its' corporate restructuring that included significant overhead
reductions, as well as a lengthly review with corrections to the Company's
processes, policies and procedures.

SALARY EXPENSE

In 2002 Salaries of the Company were $2,280,344, compared to $300,429 in 2001.
This increase of $1,979,915 in salaries was primarily due to the addition of
full time general and administrative as well sales and marketing employees.

CONSULTING FEES

In 2002 Consulting Fees of the Company were $21,187,923, compared to $722,479 in
2001. This increase of $20,465,444 was a direct result of the company's
restructuring efforts, banking agreements and sales and marketing campaign.

PROFESSIONAL FEES

In 2002 Professional Fees of the Company were $54,364, compared to $200,026 in
2001. This decrease of $145,662 was a direct result of the company's
restructuring efforts and concentration on hiring consultants to be paid in
stock rather than cash outlay for professional fees.

INCOME TAXES

Due to restrictions imposed by the Internal Revenue Code Regarding substantial
changes in ownership of companies with loss carryforwards, the utilization of
the above-mentioned net operating losses may be limited as a result of changes
in stock ownership. The annual utilization of these losses is limited to an
amount equal to the estimated fair value (for income tax purposes) of the
Company at the point of stock ownership change, multiplied by the long-term tax
exempt rate then in effect. The annual limitation has not been quantified at
this time.


                                       -6-
<PAGE>

OTHER INCOME AND EXPENSE

Interest expense was ($11,381) in 2002 compared to ($26,054) in 2002. The
decrease of $14,673.00 was due to the decrease in notes payable.


At December 31, 2002 the Company had cash of $13,551 compared to $3,198 in 2001.

ITEM 7. FINANCIAL STATEMENTS.

Furnish the information required by ITEM 310(A) OF REGULATION S-B.

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

Not Applicable




                                       -7-
<PAGE>

                                    PART III

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

The following persons are officers and a director of the Registrant and shall
serve until their successors might be elected or appointed.

Christine Favara, President & CEO
Tracey Haggerty, Secretary & Treasurer

ITEM 10. EXECUTIVE COMPENSATION.

There is no present program of executive compensation, and no plan of
compensation is expected to be adopted or authorized until we achieve revenues.
However, the salaries of the top executives of Premier for the period ending
December 31, 2001 are as follows:

Christine Favara, President & CEO, $120,000 annually

Tracey Haggerty, Secretary & Treasurer, $44,000 annually

Ivonne DalMazzo, Office Manager, $60,000 annually

Gregpry Chimelewski, Vice President, $80,000 annually



                                       -8-
<PAGE>

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

The following table sets forth certain information known to the Company
regarding beneficial ownership of the Company's Common Stock at the date of this
Report by: (i) each person known by the Company to beneficially own more than 5%
of the Company's Common Stock, and (ii) the officers and director's of the
Company beneficially owning such Common Stock.

                                              NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER          SHARES         PERCENT OWNED
------------------------------------          ------         -------------

Christine Favara                            4,500,600,001       94.73%
President & CEO

Tracey Haggerty                                 200             Nil
Secretary & Treasurer

Ivonne Dalmazzo                                 202             Nil
Office Manager

Gregory Chiemelwski                       5,000,000             Nil
Vice President

2148 1/2 W. Sunset Blvd.
Los Angeles, CA  90026

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ISSUANCE OF COMMON STOCK:

    See Statement of Stockholder's Equity

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K.

(a) (1) FINANCIAL STATEMENTS.

The following financial statements and notes thereto, and the related

Independent Auditor's Report, are filed as part of this Form 10-K hereof:

Independent Auditor's Report

Balance Sheets at December 31, 2001 and 2002

Statements of Operations for the years ended December 31, 2001 and 2002

Statements of Cash Flows for the years ended December 31, 2001 and 2002

Notes to Financial Statements



                                      -10-
<PAGE>

(2) Financial Statement Schedules.

All financial statement schedules have been omitted because such schedules are
not required or the information required has been included in the financial
statements and notes thereto.

(3) Exhibits

The following exhibits are filed with this report or incorporated by reference
as set forth below.

          4.1 Description of specimen stock certificate representing Common
              Stock

          10.1 Share Exchange Agreement and Plan of Reorganization*



                                      -11-
<PAGE>

                                   SIGNATURES

In accordance with the Exchange Act, this report has been signed below on May
20, 2003 by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. Registrant: Core Solutions, Inc.

BY : /S/ Christine Favara
-------------------------
President, Principal Executive Officer, Director
and Principal Accounting Officer



<PAGE>










<TABLE>
<CAPTION>
ASSETS                                                                           2002                          2001
                                                                          --------------------           -----------------
Current Assets
<S>                                                                       <C>                            <C>
 Cash                                                                                $ 13,551                     $ 3,198
 Due from related parties                                                                   -                       6,200
                                                                          --------------------           -----------------
  Total Currents Assets                                                                13,551                       9,398
                                                                          --------------------           -----------------
Property and equipment - net of
 accumulated depreciation of $8,620 and $6,059                                         11,986                      14,547
                                                                          --------------------           -----------------

TOTAL ASSETS                                                                         $ 25,537                    $ 23,945
                                                                          ====================           =================
LIABILITIES AND STOCKHOLDERS'  DEFICIENCY

Current Liabilities:
 Accounts payable and accrued expenses                                              $ 549,701                   $ 166,772
 Bank overdraft                                                                        40,628                       8,242
 Note payable                                                                          20,000                      50,000
 Convertible notes payable                                                             53,000                      53,000
 Due to related parties                                                                     -                     446,340
                                                                          --------------------           -----------------
  Total Current Liabilities                                                           663,329                     724,354
                                                                          --------------------           -----------------

Stockholders' Deficiency:
 Common stock, par value $.001, 25,000,000,000 shares
  authorized:  4,750,982,945 and 1 issued and outstanding
  at December 31, 2002 and December 31, 2001, respectively                          4,750,983                           1
 Additional paid-in capital                                                        20,838,239                   3,132,499
 Accumulated deficit                                                              (26,227,014)                 (3,832,909)
                                                                          --------------------           -----------------
  Total Stockholders' Deficiency                                                     (637,792)                   (700,409)
                                                                          --------------------           -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 25,537                    $ 23,945
                                                                          ====================           =================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                        2002                        2001
                                                                              ------------------------    -----------------------
<S>                                                                           <C>                         <C>
REVENUES - net                                                                            $ 1,429,143                   $ 90,814

EXPENSES:
 Salary and payroll taxes                                                                   2,280,344                    300,429
 Consulting fees                                                                           21,187,923                    722,479
 Professional fees                                                                             54,364                    200,026
 Depreciation                                                                                   2,561                      2,798
 Lease equipment                                                                                    -                     26,743
 Rent expense                                                                                  74,160                     73,816
 Other selling, general and administrative exp.                                               289,369                    343,340
                                                                              ------------------------    -----------------------
  Total Operating Expenses                                                                 23,888,721                  1,669,631
                                                                              ------------------------    -----------------------

LOSS FROM OPERATIONS                                                                      (22,459,578)                (1,578,817)
                                                                              ------------------------    -----------------------

OTHER REVENUES & EXPENSES:
 Impairment expense                                                                                 -                 (2,000,000)
 Interest expense                                                                             (11,381)                   (26,054)
 Other expense                                                                                (52,656)                         -
 Other income                                                                                  69,439                          -
 Gain on sale of stock                                                                         60,071                          -
                                                                              ------------------------    -----------------------
  Total Other Revenues & Expenses                                                              65,473                 (2,026,054)
                                                                              ------------------------    -----------------------


NET LOSS                                                                                $ (22,394,105)              $ (3,604,871)
                                                                              ========================    =======================


Per share information
   Weighted average number
     of common shares outstanding                                                       1,189,261,656                          1
                                                                              ========================    =======================

Basic Loss per common share                                                                   $ (0.02)              $ (3,604,871)
                                                                              ========================    =======================

Diluted Loss per common share                                                                 $ (0.02)              $ (3,604,871)
                                                                              ========================    =======================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                Additional                              Total
                                                  Common Stock                   Paid-In           Accumulated      Stockholders'
                                        ----------------------------------
                                             Shares            Amount            Capital           Deficit           Deficiency
                                        ------------------  --------------  ------------------  ---------------   -----------------
<S>                                     <C>                 <C>             <C>                 <C>                  <C>
Balance -December 31, 2001                              1             $ 1         $ 3,132,499      $(3,832,909)         $ (700,409)

Issuance of stock options for
 services                                               -               -           3,230,000                -           3,230,000
Issuance of common stock for exercise
 of stock options                                       1               -             170,000                -             170,000
Issuance of common stock for services                   3               -           2,369,500                -           2,369,500
Issuance of common stock for services                   1               -              64,000                -              64,000
Issuance of common stock for services                   1               -              70,000                -              70,000
Issuance of common stock for services                   1               -             175,500                -             175,500
Issuance of common stock in lieu of debt                1               -              63,000                -              63,000
Contribution of capital                                 -               -              52,000                -              52,000
Issuance of common stock for services                   -               -                 251                -                 251
Issuance of common stock for services                 600               1               1,799                -               1,800
Issuance of common stock for services               1,600               1               4,799                -               4,800
Issuance of common stock for services             399,600             400           1,198,400                -           1,198,800
Issuance of common stock for services                 240               -                 600                -                 600
Issuance of common stock for services                 200               -                 950                -                 950
Issuance of common stock for services             280,600             280           3,577,370                -           3,577,650
Issuance of common stock for services              38,040              38             903,412                -             903,450
Issuance of common stock for services             100,017             100           2,250,282                -           2,250,382
Issuance of common stock for services             120,000             120              81,880                -              82,000
Issuance of common stock for services              42,039              42              41,997                -              42,039
Issuance of common stock for services         250,000,000         250,000             300,000                -             550,000
Issuance of common stock for services       4,500,000,000       4,500,000           3,150,000                -           7,650,000
Net loss                                                -               -                   -      (22,394,105)        (22,394,105)
                                        ------------------  --------------  ------------------  ---------------   -----------------
Balance - December 31, 2002                 4,750,982,945 #    $4,750,983 #      $ 20,838,239 #   $(26,227,014) #       $ (637,792)
                                        ==================  ==============  ==================  ===============   =================

</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                                      2002                       2001
                                                                               --------------------       -------------------
Cash Flows from Operating Activities:
<S>                                                                            <C>                        <C>
  Net Loss                                                                            $(22,394,105)              $(3,604,871)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Impairment expense                                                                           -                 2,000,000
   Depreciation and amortization                                                             2,561                     2,798
   Stock issued for services                                                            22,456,722                   570,000
   Changes in assets and liabilities:
    (Increase) Decrease in accounts receivable                                                   -                     9,536
    Increase in accounts payable and accrued expenses                                      382,929                   106,850
    Increase (Decrease) in due from/to related parties, net                               (440,140)                   (1,200)
                                                                               --------------------       -------------------
Net Cash Used in Operating Activities                                                        7,967                  (916,887)
                                                                               --------------------       -------------------

Cash Flows from Investing Activities
  Loans to shareholders, net                                                                     -                    (2,910)
                                                                               --------------------       -------------------
Cash Flows Used in Investing Activities                                                          -                    (2,910)
                                                                               --------------------       -------------------

Cash Flows from Financing Activities:
  Bank overdraft                                                                            32,386                      (433)
 Proceeds (payments) from notes payable - net                                              (30,000)                  224,980
 Capital contribution                                                                            -                   300,000
 Increase in due from related parties                                                            -                   301,146
 Increase in convertible notes payable                                                           -                    53,000
                                                                               --------------------       -------------------
Cash Flows Provided by Financing Activities                                                  2,386                   878,693
                                                                               --------------------       -------------------

Net Increase (Decrease) in cash and cash equivalents                                        10,353                   (41,104)

Cash and cash equivalents - beginning of period                                              3,198                    44,302
                                                                               --------------------       -------------------

Cash and cash equivalents - end of period                                                 $ 13,551                   $ 3,198
                                                                               ====================       ===================


Supplemental information:
    Cash paid for interest                                                                     $ -                       $ -
                                                                               ====================       ===================
    Cash paid for income taxes                                                                 $ -                       $ -
                                                                               ====================       ===================
</TABLE>



<PAGE>


                              CORE SOLUTIONS, INC.
                    Formerly known as Premium Axium ASP, Inc.

                              Financial Statements
                          Year Ended December 31, 2002


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Core Solutions, Inc.


We have audited the accompanying balance sheet of Core Solutions, Inc., formerly
known as Premium Axium ASP, Inc. as of December 31, 2002 and the related
statements of operations, cash flows, and changes in stockholders' equity for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Core Solutions, Inc.
at December 31, 2002, and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exists which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also discussed in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Denver, Colorado
May 20, 2003



<PAGE>

                              CORE SOLUTIONS, INC.
                    FORMERLY KNOWN AS PREMIER AXIUM ASP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION
         The accompanying consolidated financial statements include the accounts
         of Core Solutions Inc. ("the Company"). The Company changed in name in
         October 2002was formerly know as Premier Axium Asp, Inc. incorporated
         under the laws of the State of Nevada on March 26, 1999 and the
         following subsidiaries:
a)       Premier ASP, Inc. ("PASP")  incorporated under the laws of the State of
         Delaware on September 26, 200 (owned 100% by the Company)
b)       Premier Product and Resources,  Inc.  ("PPRI")  incorporated  under the
         laws of the State of  California  on October  12,  2000  (owned 100% by
         PASP);

         All significant intercompany accounts and transactions have been
         eliminated in consolidation (see Note 6 for the Company's investment in
         two subsidiaries accounted for under the equity method of accounting).

         On February 23, 2001, the shareholders of Last Company Clothing, Inc.
         entered into an Agreement and Plan of Merger (the "Agreement and Plan
         of Merger") with Premier ASP, Inc. ("PASP"), and their stockholders
         whereby LCC acquired 10,000 share or 100% of PASP's outstanding common
         stock for the issuance of 40,000,000 shares of LLC's common stock (see
         Note2). Subsequently, LCC changed its name to Premier Axium Asp, Inc.
         This Agreement was not finalized until the closing on March 29, 2001.

         This transaction has been accounted for in the consolidated financial
         statements as a reverse acquisition. As a result of this transaction,
         the former shareholders of PASP acquired or exercised control over a
         majority of the shares of LLC. Accordingly, the transaction has been
         treated for accounting purposes as a recapitalization of PASP;
         therefore, these consolidated financial statements represent a
         continuation of PASP, not LLC.

         LINE OF BUSINESS
         The Company is a comprehensive HR outsourcing provider that provides a
         comprehensive Personnel Management System which encompasses a broad
         range of services, including benefits and payroll administration,
         medical and worker's compensation insurance programs, personnel records
         management, liability management, employee recruiting and selection,
         performance management, and training and development services to small
         and medium-sized business in the western United States.

         USE OF ESTIMATES
         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenue and expenses during the periods presented.
         Actual results could differ from those estimates.


         CASH AND CASH EQUIVALENTS
         The Company considers all highly liquid investments purchased with
         original maturities of three months or less to be cash equivalents.

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                              CORE SOLUTIONS, INC.
                    FORMERLY KNOWN AS PREMIER AXIUM ASP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         REVENUE RECOGNITION
         The Company's revenue from HR outsourcing consists of services fees and
         payroll cists paid by its clients under their client service
         agreements. Service fees are determined using a percentage of gross
         payrolls per pay cycle or as a fixed dollar amount per employee per
         week. In consideration for payment of such service fees, the Company
         agrees to pay the following direct costs associated with the work-site
         employees: (i) salaries and wages, (ii) employment related taxes, (iii)
         employee benefit plan premiums and (iv) worker's compensation insurance
         premiums which are recorded as cost of sales. The Company records
         revenue and the related expenses using the accrual method, and is
         recognized when billed.

         CONCENTRATION OF CREDIT RISK
         The Company places its cash in what it believes to be credit-worthy
         financial institutions. However, cash balances may have exceeded FDIC
         insured levels at various times during the year. The Company has not
         experienced any losses in such accounts and believes it is not exposed
         to any significant credit risk on cash and cash equivalents.

         PROPERTY AND EQUIPMENT
         Property and equipment is stated at cost. Depreciation is computed
         using the straight-line method based upon the estimated useful lives of
         the various classes of assets. Maintenance and repairs are charged to
         expense as incurred.

         INCOME TAXES
         Income taxes are provided for based on the asset and liability method
         of accounting pursuant to Statement of Financial Accounting Standards
         ("SFAS") no. 109, "Accounting for Income Taxes". The asset and
         liability method requires the recognition of deferred tax assets and
         liabilities for the expected future tax consequences of temporary
         differences between the reported amount and assets and liabilities and
         their tax basis.

         ADVERTISING COSTS
         Advertising costs are expensed as incurred and included in selling,
         general and administrative expenses.

         FAIR VALUE OF FINANICIAL INSTRUMENTS
         The carrying value of cash and cash equivalents, accounts payable and
         accrued expenses approximates fair value due to the relatively short
         maturity of these instruments. The fair value of long-term payables was
         determined based upon interest rates currently available to the Company
         for borrowings with similar terms. The fair value of long-term
         borrowings approximates their carrying amounts as of December 31, 2001.

         LONG-LIVED ASSETS
         SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to Disposed of" requires that long-lived assets
         be reviewed for impairment whenever events or changes in circumstances
         indicate that the carrying amount of an asset may not be recoverable.
         The Company has adopted this statement and determined an impairment
         loss was needed to be recognized for applicable assets of continuing
         operations in 2001.


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                              CORE SOLUTIONS, INC.
                    FORMERLY KNOWN AS PREMIER AXIUM ASP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1    - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         STOCK BASED COMPENSATION
         SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
         123') allows an entity to elect to continue to measure compensation
         cost under Accounting Principles Board Opinion No. 25, "Accounting for
         Stock Issued to Employees" ("APB No. 25"), but requires pro forma
         disclosures of net loss and loss per share as if the fair-valued-based
         method of accounting had been applied. In accordance with SFAS 123, the
         Company elected to continue to measure compensation cost under APB No.
         25, and comply with the pro forma disclosure requirements.

         The Company has adopted for footnote disclosure purposes SFAS No. 123,
         which requires that companies disclose the cost of stock-based employee
         compensation at the grant date based on the value of the award (the
         fair value method) and disclose this cost over the service period. The
         value of the stock-based award is determined using a pricing model
         whereby compensation cost is the excess of the fair value of the award
         as determined by the model at grant date or other measurement date over
         the amount an employee must pay to acquire the stock.

         Transactions in which goods or services are received form non-employees
         for the issuance of equity securities or stock-based awards are
         accounted for based on the fair value of the consideration received.

         LOSS PER SHARE
         SFAS No. 128, "Earnings Per Share" requires presentation of basic loss
         per share and diluted loss per share. The computation of basic loss per
         share is computed by dividing loss available to common stockholders by
         the weighted-average number of outstanding common shares during the
         period. Diluted loss per share gives effect to all dilutive potential
         common shares outstanding and all shares held in treasury during the
         period. The computation of diluted loss per share does not assume
         conversion, exercise or contingent exercise of securities that would
         have an anti-dilutive effect on losses.

         COMPREHENSIVE INCOME
         SFAS No. 130, "Reporting Comprehensive Income", establishes standards
         for the reporting and display of comprehensive income and its
         components in the financial statements. As of December 31, 2002 and
         2001, the Company has no items that represent comprehensive income;
         therefore, has not included a schedule of comprehensive income in the
         financial statements.

         SEGMENT DISCLOSURE
         SFAS No 131, "Disclosure about Segments of an Enterprise and Related
         Information' changes the way public companies report information about
         segments, SFAS No. 131, which is based on the selected segment products
         and services, major customers, and the material countries in which the
         entity holds assets and reports revenues. The Company has adopted SFAS
         No. 131 and has determined it has only one reportable segment as of
         December 31, 2002 and 2001.



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                              CORE SOLUTIONS, INC.
                    FORMERLY KNOWN AS PREMIER AXIUM ASP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 2 - CORPORATE REORGANIZATION
         Pursuant to the Agreement and Plan of Merger, CORE acquired 100% of all
         the outstanding shares of common stock of CORE for the issuance of
         40,000,000 shares of its common stock. The Agreement was entered into
         on February 23, 2001, but was not finalized until the closing on March
         29, 2001.

         This merger transaction has been accounted for in the financial
         statements as a reverse acquisition. As a result of this transaction,
         the former shareholders of CORE acquired or exercised control over a
         majority of the share of the Company. Accordingly, the transaction has
         been treated for accounting purposes as a recapitalization of CORE;
         therefore, these consolidated financial statements represent a
         continuation of CORE, not LCC. Consequently, the comparative figures
         are those of CORE.

         In accounting for this transaction:

         i) CORE is deemed to be the purchaser and surviving company for
         accounting purposes. Accordingly, its net assets are included in the
         balance sheet at their historical book values.
         ii) Control of the net assets and business of LCC was acquired
         effective on March 29, 2001 (the "Effective Date"). This transaction
         has been accounted for as a purchase of the assets and liabilities of
         LCC by CORE at their book value as follows:

                  Common stock                            $     97,936
                  Additional paid in capital                    14,292
                  Accumulated deficit                         (112,228)
                                                          ------------

                  Net book value                          $         -
                                                          ============

NOTE 3 - GOING CONCERN
         The accompanying consolidated financial statements have been prepared
         in conformity with accounting principles generally accepted in the
         United States of America, which contemplate continuation of the Company
         as a going concern. AS of December 31, 2002, the Company has a working
         capital deficit of $637,792 and has incurred substantial losses for the
         years ended December 31, 2002 and 2001, totaling $22,394,105 and
         $3,604,871, respectively. The Company also has a negative cash flow
         from operations.

         These factors raise substantial doubt about the Company's ability to
         continue as a going concern. Management is taking the following action
         to improve their financial condition:

         a) The Company is seeking additional equity financing. There can be no
         assurances that sufficient financing will be available on terms
         acceptable to the Company or at all, and;

         b) The Company is seeking merger opportunities with other viable
         companies; and c) Management is redeveloping their current business
         plan.

         Management believes that actions presently being taken to revise the
         Company's operating and financial requirements provide the opportunity
         for the Company to continue as a going concern.


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