United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                        Commission File Number:  0-31467

                        For the Year ended March 31, 2001

                                eStaff.com, Inc.

Nevada                                                                91-1979826
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

8115  Van  Houten,  Portland  OR                                           97203
(Address  of  principal  executive  offices                          (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (503)  493-0477

Securities registered pursuant to Section 12(g) of the Act:
 Common Stock at $0.001  par

As  of  March  31,  2002,

27,935,000  shares  of  the  Registrant's  Common  Stock  was issued/outstanding

12,925,000  shares  of  shares  of  Common  Stock  were  held by non-affiliates.

Issuer's  revenues  for  its  most  recent  fiscal  year  end:  None


Yes  [X]   No[  ]  (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.)

[ ]  (Indicate by check mark whether if disclosure of delinquent filers (Section
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

Transitional  Small  Business  Disclosure  Format  (check one): yes [ ]   no [X]

                                                Exhibit Index is found on page

                                        1
<PAGE>

PART  I                                                                        3

ITEM  1.  Description  of  Business                                            3
      (a)  Organization                                                        3
      (b)  Share  Issuance                                                     3
      (c)  The  Business  of  Registrant  and  Its  Subsidiaries               3

ITEM  2.  Description  of  Property                                            6

ITEM  3.  Legal  Proceedings                                                   6

ITEM  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          6

PART  II                                                                       6

ITEM  5.  Market  for  Common  Equity  and  Stockholder  Matters               6
      (a)  Market  Information                                                 6
      (b)  Holders                                                             6
      (c)  Dividends                                                           6
      (d)  Sales  of  Unregistered  Common  Stock                              6

ITEM  6.  Management's  Discussion  and  Analysis  or Plan of Operation        6
      (a)  Plan  of  Operation       6
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          7
      (c)  Future  Prospects                                                   8

ITEM  7.  Financial  Statements                                                9
      (a)  Audit  Committee                                                    9
      (b)  Financial  Statements                                               9

ITEM  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                           9

PART  III                                                                      9

ITEM  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act             9

ITEM  10.  Executive  Compensation                                            10

ITEM  11.  Security Ownership of Certain Beneficial Owners and Management     10

ITEM  12.  Certain  Relationships  and  Related  Transactions                 11

ITEM  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   12
      (a)  Exhibits                                                           12
      (b)  Form  8-K  Reports                                                 12
      (c)  Financial  Statements                                              12

                                        2
<PAGE>

                                  INTRODUCTION

     Current  market  conditions  are  extremely  hostile  to  development stage
companies.  We  are  such  a  company.  Not  only  has investment capital become
unavailable,  by  short-sellers  are  enjoying  a successful opportunity and are
forcing  down  the  market value of many OTCBB (Over-The-Counter Bulletin Board)
companies,  upon  any  announcement  of  progress. As a result, we are virtually
disabled, for the present term, in developing the funding to pursue actively our
business  plan.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A)  ORGANIZATION.  This  Corporation  eStaff.com,  Inc.  (formally,  "the
Registrant")  was  duly  incorporated  in Nevada on April 21, 1999. We elected a
fiscal  year  ending  of  March  31.

 (B) SHARE ISSUANCE.  On April 21, 1999, 15,000,000 Founder's Shares were issued
to  B&V  Union  Technologies,  Inc.,  50th  Street  &  Elvira  Mendez Street, El
Ejecutivo  Building,  Republic of Panama, Province of Panama, and 375,000 shares
were  issued  to two additional non-affiliate founders. These shares were issued
for  organizational  services, valued at $5,375, all pursuant to Section 4(2) of
the  Securities  Act  of  1933.

     On  February  6, 2002, the 15,000,000 shares were acquired by Michael Smith
from  B&V  Union  Technologies,  Inc.

     On  June  1,  1999,  we  issued  10,050,000 shares of common stock to eight
accredited  and/or  highly  sophisticated  investors, at $0.10 per share, all of
whom  had  subscribed  and  paid  before that date. Only three of the placements
qualified  for  Rule 504. The reason for this distinction arises from amendments
to  the  Rule which became effective April 7, 1999. Investors who subscribed and
paid before that date qualified for Rule 504. Those who subscribed or paid on or
after that date did not so qualify, and received shares pursuant to Section 4(2)
of  the  Act.

     On  June 1, 2000, we issued 10,000 shares to our Sole Officer and Director,
for organizational services valued at $1,000.00, pursuant to Section 4(2) of the
Act.

     On  September  6,  2001,  we  issued  2,500,000  shares  $0.01  per  share
$25,000.00,  pursuant  to  registration,  for  legal  and professional services.

     As  a  result  we  have  27,935,000  shares  of  common  stock  issued  and
outstanding.

 (C) THE BUSINESS OF REGISTRANT AND ITS SUBSIDIARIES. We have intended to engage
in  the  business  of  employee  leasing  pursuant to which the Registrant and a
client  company  agree that we will become the employer of record for the client
company's  employees.  As  stated  in  the  Introduction  to  his report, we are
substantially  frustrated, for the present, in pursuing our plan actively, until
the  market  conditions  for development stage issuers is able to stabilize once
more.  We  describe  our  intended business plan as in the following paragraphs.

     As  the  employer  of  record,  we would assume all payroll obligations and
certain  employee  benefits  administration  for  our  clients  such  as payroll
preparation, payment of payroll taxes, maintaining employee health insurance and

                                        3
<PAGE>

related  benefits  (for  example, life insurance programs and pension plans) and
workers'  compensation reporting, while allowing the client to retain management
control  of  the  employees,  including  supervision,  hiring  and  firing,  job
description and salary determinations. We have recently begun minimal operations
locally,  and  have enjoyed our first revenues. These first revenues were barely
material  and  are  not  indicative  of  future  results.

     OPERATIONS.  Our  operating  plan  is to acquire our client's employees and
then  lease  the  employees  back  to  the client. We would then be the employer
responsible  for  paying  the  employees'  salaries and payroll taxes, providing
certain  employment  benefits  and  assuming other administrative, personnel and
human  resources related functions. In general, employee leasing seeks to remove
the  administrative  responsibilities  resulting  from  the  employee-employer
relationship,  thereby  increasing the time available to the employer to operate
its  business.  We note that our initial operations consist of payroll services,
and  that  we  have  not  yet  acquired  any  employees as employees of our own.

     An  advantage of employee leasing may be economies of scale. Since we would
have  a  large number of employees on our payroll, exposure relating to workers'
compensation,  health  insurance  and  unemployment insurance may be spread over
numerous  employees, thereby potentially reducing our assigned rates below rates
for  smaller  companies.  Moreover,  as  the  number of our employees increases,
payroll  and  benefits  administration  are  reduced,  providing additional cost
savings  to  the  client.

     In  full  launch  mode, We will determine our fees for services rendered by
adding  a  profit  margin  to the client's estimated payroll, including workers'
compensation,  federal  and state unemployment taxes, FICA, check processing and
costs of funds and benefits. Our operations have not reached full-launch mode as
of  this  report.

     BENEFITS  PROGRAMS.  One of the principal advantages of employee leasing is
the  ability  of  the  leasing  company to obtain employee benefits at rates not
available  to small firms. We intend to offer comprehensive benefits programs to
our  employees  which  include  (i)  health,  hospital,  major  medical,  life,
accidental death and disability insurance, as well as health, hospital and other
medical services through preferred provider organizations and health maintenance
organizations;  (ii)  dental  insurance;  (iii) prescription card services; (iv)
vision care; (v) short-term and long-term disability plans; (vi) life insurance;
and  (vii)  retirement  plans.

     WORKERS'  COMPENSATION  PROGRAM.  Each  state provides a statutory workers'
compensation system under which an employer is required to provide its employees
with  medical  care  and  other  specified  benefits  for  injuries or illnesses
incurred  in  the  course  of  employment.  Under workers' compensation laws, an
injured  employee  receives  fixed awards set forth in the workers' compensation
law  against  the  employer.  The employer's obligation to pay such compensation
does  not  depend  on  the  negligence  or lack of negligence on the part of the
employer  and exists even for injuries that result from the negligence or wrongs
of  another  person, including the employee. The claims process prescribed under
workers'  compensation laws is designed to eliminate common lawsuits against the
employer,  thus  avoiding  time-consuming  and  costly  litigation  wherein both
employee  and  employer  suffer  losses.

     If  requested  by  the  client to do so, we will provide its employees with
full  workers'  compensation  insurance  coverage.  In  this  regard,  we  have
implemented  procedures  to  contain  the  costs  of  its  workers' compensation
insurance  coverage.  Our policy will be to review the prior loss experience and
safety  record,  premium  payment  and  credit  history, operations and employee
classification  of  clients  to  determine  appropriate  premiums.  We  will
periodically  review  claims  experience  and  costs  to  determine  if  premium
adjustments are needed. There can be no assurance that any workers' compensation

                                        4
<PAGE>

insurance  policies  we may obtain will be renewed or replaced upon termination.
Although  some  clients  may  experience  cost  savings by using our services in
connection  with  workers'  compensation insurance, it is also possible that our
claims  experience  may  be  less favorable and therefore coverage might be more
expensive  to the client than if the client obtained its own coverage. Moreover,
the  Arizona  Legislature  is  considering legislation which would eliminate any
cost  savings  previously  offered  by  employee  leasing companies by requiring
employees  to  be  rated  according to their immediate employer's claims history
rather  than  that  of the employee leasing company.  Similar legislation may be
considered  by  other  states.

     MARKETING.  We intend to market services through three marketing employees,
two  of  whom  will  receive salaries and commissions and one who will receive a
salary.  These  employees  will  seek clients through telephone marketing calls,
personal  sales  presentations  and  referrals  from other clients. We will also
market  services  through  our  web  site  on  the Internet. We will also market
services  through marketing agreements with independent contractors, who will be
authorized  by  us  to  market  its  employee  leasing programs. The independent
contractor  will  not  be  granted  credit  authority by us and will not have an
ownership interest in our business but will receive a quarterly commission based
on gross payroll sold. The independent contractor will be responsible for his or
her  own operating expenses such as rent, hiring outside salespersons, permanent
staff  salaries,  telephone, travel, entertainment, training and other expenses.
Generally,  an  independent  contractor  agreement  provides  for termination by
either  party upon 10 days prior written notice. We currently contemplate having
agreements  with three independent contractors. The independent contractors will
market our employee leasing services in a similar manner to the Registrant's own
marketing  personnel.

     COMPETITION  The employee leasing business is characterized by rapid growth
and  intense  competition among the over 1,300 employee leasing companies in the
United  States.  While  price is still the principal competitive factor, service
and  the  coverage  and  quality  of  benefits  programs are important ancillary
competitive  considerations.  We  will  incur  direct  competition from numerous
employee leasing firms, some of which have greater resources, greater assets and
larger  marketing staffs than we. We also compete with payroll processing firms,
insurance  companies  and  financial  institutions  which  provide  some  of the
services  we  intend  to  offer  its  clients.

     We  believe  that  our  prices  will  be  consistent  with  prices  of  our
competitors and that our service and benefits programs will be equal or superior
to  those  of  our  competitors.

     GOVERNMENT REGULATION. We will be subject to regulation by local, state and
federal  agencies pertaining to a wide variety of labor related laws. Generally,
these  laws  prohibit  race,  age, sex, disability and religious discrimination,
mandate  safety  regulations  in  the  work  place,  set  minimum wage rates and
regulate  employee  benefits. Compliance with these laws and regulations is time
consuming and expensive. We believe it will be in compliance with all applicable
laws  and  regulations.

     In  order  to  ensure compliance with federal, state and local legislation,
both  current  and  proposed,  we  subscribe to various publication services and
retain  counsel with expertise in various areas of labor law and taxation. These
law  firms  and  publications, as well as our insurers, advise us on a continual
basis as to compliance with current and proposed regulations. Compliance will be
monitored  through  our  benefits  department.

     As  a  result  of  the  business  failure  of  a number of employee leasing
companies,  at least five states (Arkansas, Florida, Maine, Texas and Utah) have
passed  laws that regulate employee leasing companies, and at least seven states
are  considering  such  regulation.  Such  laws  vary  from  state  to state but
generally  provide  for  monitoring  employee  leasing companies with respect to
fiscal  responsibility.  Such  laws  are  not expected to impact us, except that
compliance with the reporting requirements of the laws may be time consuming and
expensive.

                                        5
<PAGE>

     REPORTING  UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration  of  our common stock, certain periodic reporting requirements will
be  applicable.  First  and  foremost,  a 1934 Registrant is required to file an
Annual  Report  on  Form 10-K or 10-KSB, 90 days following the end of its fiscal
year.  The  key  element  of  such annual filing is Audited Financial Statements
prepared  in accordance with standards established by the Commission. A 1934 Act
Registrant  also  reports  on  the  share ownership of affiliates and 5% owners,
initially,  currently  and  annually.  In  addition  to  the annual reporting, a
Registrant  is  required  to  file  quarterly  reports  on  Form 10-Q or 10-QSB,
containing  audited  or  un-audited  financial  statements,  and reporting other
material events. Some events are deemed material enough to require the filing of
a  Current  Report  on  Form 8-K. Any events may be reported currently, but some
events,  like  changes or disagreements with auditors, resignation of directors,
major  acquisitions  and other changes require aggressive current reporting. All
reports  are  filed  and  become  public  information.

     NUMBER  OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have one Officer and
Director,  during  this  period  of  virtual  dormancy.

(D)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(E)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  at  the  present  time.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  as  of  the  preparation  of  this  Report.


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

     None.

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.

 (A)  MARKET  INFORMATION. We have one class of securities, Common Voting Equity
Shares  ("Common  Stock").  Our  Common  Stock  is  not  presently  quoted
Over-the-Counter  on  the  Bulletin  Board  ("OTCBB")  or the NQB Pink Sheets or
otherwise.  To  the best of our knowledge and belief, our shares have never been
traded  in  a  brokerage  transaction.

 (B)  HOLDERS. Management calculates that the number of holders of the Company's
Common  Stock,  as  of  March  31,  2001,  was  12.

                                        6
<PAGE>

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on our 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 policy is
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.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK.  None.


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

 (A)  PLAN  OF  OPERATION.

     (1)  CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
are  without  funding,  at  present,  to commence operations. We cannot commence
operations  without  funding.  Funding  is  not  available  under current market
conditions.  For  the  next twelve months, our plan is to maintain our corporate
standing  in  Nevada  and  file  necessary  reports  as  required.

     We  would  estimate the maximum need for working and start up capital would
not exceed a total of $200,000. We have revised our estimate of required funding
upward  from  the  amounts  estimated  in our Form 10-SB Registration Statement.
Accordingly we would expect to seek additional private placements, not to exceed
$200,000.  This  cash  is  necessary  to enter our full-launch mode, in which we
would  acquire  our clients' employees and lease them. Until such time, we would
continue  to  operate  as a payroll service firm, without acquiring our clients'
employees  as  our  own.

     (2)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

     (3)  EXPECTED  PURCHASE  OR  SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

     (4)  EXPECTED  SIGNIFICANT  CHANGE IN THE NUMBER OF EMPLOYEES. None at this
time.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     (1)  FINANCIAL  CONDITION.  The  following  tabular  information summarizes
information  drawn  from  our  financial  statements.  We have not launched full
operations,  and  our activities to date have been primarily organizational, and
legal  and  professional in connection with our auditing, preparation and filing
of  periodic  reports. Our financial condition is substantially unchanged during
the past fiscal year. We have incurred legal and professional fees in the fiscal
year  ended  March 31, 2001, including auditing expenses, in connection with our
1934  Act  Registration.

                                        7
<PAGE>

Balance Sheet: . . . . .   March 31   March 31   March 31
Selected Information . .    2002        2001       2000
Cash and Equivalents . .         0      4,499      4,499
---------------------------------------------------------
Note Receivable. . . . .         0          0     50,000
---------------------------------------------------------
 Current Assets. . . . .         0      4,499     54,499
---------------------------------------------------------
Total Assets . . . . . .         0      4,499     54,499
=========================================================
Accounts Payable . . . .                    0          0
---------------------------------------------------------
 Total Liabilities . . .         0          0          0
---------------------------------------------------------
Common Stock . . . . . .    27,935     25,435     25,425
---------------------------------------------------------
Paid-in Capital. . . . .   103,940     81,440     80,450
---------------------------------------------------------
Accumulated Deficit. . .  (181,150)  (102,376)   (51,376)
---------------------------------------------------------
  Total Equity . . . . .   (49,275)     4,499     54,499
---------------------------------------------------------
Total Liabilities/Equity         0      4,499     54,499
=========================================================

     Our independent auditor has indicated the following material information in
notes  to  our  financial  statements:

     (Note  2-Going  Concern)  The  accompanying  financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is  dependent  upon  raising  capital  to  continue  operations.  The  financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.  It  is management's plan to raise capital in order to define
their  business  operations,  thus  creating  necessary  operating  revenues.

     (Note  3-Development  Stage  Company)  The  Company  is a development stage
company  as  defined  in Financial Accounting Standards Board Statement 7. It is
concentrating substantially all of its efforts in raising capital and developing
its  business  operations  in  order  to  generate  operating  revenues.

     (2)  OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. eStaff.com, Inc.
was  organized on April 21, 1999, to become an employee leasing organization. We
are  currently  focusing  on  raising  capital  to  develop our operations. (See
Audited  Financial  Statements,  Note  1(a).  Our Financial Statements have been
prepared  assuming  that we will continue as a going concern. We have few assets
and  only  minor  initial  operations,  and  we  are dependent upon financing to
continue  operations.  The  financial  statements do not include any adjustments
that  might result from the outcome of this uncertainty. It is management's plan
to  raise capital in order to pursue our business operations to create revenues.
(See  Audited  Financial Statements, Note 2.) We are a development stage company
as  defined  in  Financial  Accounting  Standards  Board Statement No. 7. We are
concentrating  substantially  all of our efforts in raising capital and defining
our  business  operation  in  order to generate revenues. (See Audited Financial
Statements,  Note  3.)

     It  is  not  likely  that  we will move to full-launch operations before we
obtain the required funding, and unlikely that we will achieve our funding goals
until  and  unless  our  common  shares  achieve  quotability  on  the  OTCBB
(Over-The-Counter  Bulletin  Board)  or  NQB  Pink  Sheets.

     Our  previous  year's  $54,499 total assets included $50,000 in receivables
(see  Note  4, of our Audited Financial Statements. We made a related party loan
of  $50,000, in exchange for some intangible assistance, at a time when our cash
was  not productive. The note was charged off as of the end of our current year.

                                        8
<PAGE>

<TABLE>
<CAPTION>
                                                                       Inception
                                                                        April 21,
                               For the Year  For the Year   For the Year  1999
                                  ended          ended         ended       to
                                 March 31       March 31     March 31    March 31
                                   2002            2001        2000        2002
<S>                        <C>            <C>             <C>         <C>
 Operations
 Selected Information

Revenues: . . . . . . . .             0   $       1,000   $   1,000   $   1,000
                         -------------------------------------------------------
 Total Revenues . . . . .             0           1,000       1,000       1,000
                         -------------------------------------------------------
General & Administrative.       (78,774)         (2,000)    (51,376)   (132,150)
                         -------------------------------------------------------
 Total Expenses . . . . .       (78,774)         (2,000)    (51,376)   (132,150)
                         -------------------------------------------------------
 Operating Income . . . .       (78,774)         (1,000)    (50,376)   (131,150)
                         -------------------------------------------------------
Other Income (expense). .             0         (50,000)          0     (50,000)
                         -------------------------------------------------------
 Total Other Expense. . .       (78,774)        (50,000)          0     (50,000)
                         -------------------------------------------------------
Net Income (Loss)
Net (Loss). . . . . . . .       (78,774)        (51,000)    (51,376)       (.01)
                         =======================================================
</TABLE>



     Our  general  expenses  have  been  directed  to  our  Form 10-SB (1934 Act
Registration  of  our  common stock) and our application for submission to OTCBB
(Over-The-Counter  Bulletin Board). Although we show the $50,000 loan as charged
off,  it  is  management's opinion that we did receive value for that expense in
assistance  preparing  our  1934  Act  Registration.

 (C)  FUTURE  PROSPECTS.  We  are  a start-up company with minimal operations to
date.  Upon achieving required funding we would begin our full-launch operation.

     CAUTIONARY  STATEMENT. There can be no assurance that we will be successful
in raising capital through private placements or otherwise, at any time. Even if
we are successful in raising capital through the sources specified, there can be
no  assurances  that any such financing would be available in a timely manner or
on  terms  acceptable  to  us  and  our  current shareholders. Additional equity
financing  could  be  dilutive  to  our then existing shareholders, and any debt
financing  could  involve  restrictive  covenants with respect to future capital
raising  activities  and  other  financial  and  operational  matters.

                                        9
<PAGE>

                         ITEM 7.  FINANCIAL STATEMENTS.

 (A)  AUDIT  COMMITTEE.  The Audit Committee of this Corporation for this fiscal
year  consists  of the our Board of Directors. Management is responsible for our
internal  controls  and the financial reporting process. Our independent auditor
is  responsible  for performing an independent audit of our financial statements
in accordance with generally accepted accounting standards and to issue a report
thereon.  It  is  the  responsibility  of  our Board of Directors to monitor and
oversee  these  processes.  In  this  context  the  Committee  has  met and held
discussions  with  management  and  the  independent  accountants.  Management
recommended  to  the  Committee  that  our financial statements were prepared in
accordance  with generally accepted accounting principles, and the Committee has
reviewed  and  discussed  the  financial  statements  with  Management  and such
independent  accountants,  matters  required  to  be  discussed  by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). Our independent
accountants  also  provided to the Committee the written disclosures required by
Independence  Board  Standard  No.  1  (Independent  Discussions  with  Audit
Committees),  and  the Committee discussed with the independent accountants that
firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form 10-KSB for the year ended March 31, 2001 be included and filed with the
Securities  and  Exchange  Commission.

 (B)  FINANCIAL  STATEMENTS.  Audited Financial Statements for years ended March
31,  2001,  2000,  and  from inception, are provided as Exhibit AFK-01, attached
hereto, filed herewith and incorporated herein by this reference as though fully
set  forth  herein.


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

     None.


                                    PART III


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

     Effective February 1, 2002, Tarja Morado retired as sole director, and from
all  corporate  offices,  after first appointing Michael Smith as sole remaining
director.  Mr.  Smith  was  the  nominee  of  B&V  Union Technologies, Inc., our
principal  shareholder.  B&V is a Panama corporation. It has transferred control
of this corporation to Mr. Smith for the benefit of shareholders. Mr. Smith, our
new  management,  intends  to attempt to realize our business plan. This control
block  acquired  by  Mr. Smith is not deemed entitled to reliance on Rule 144 or
Section 4(1) of the Securities Act of 1933 for resale in brokerage transactions.
These  control  shares  are  not  deemed  entitled  to  private transfer without
indefinite continuation of the foregoing restriction. Mr. Smith did not purchase
or  pay  for  the transfer of control to him. The consideration for the transfer
was  his  undertaking  to  assume the responsibilities of management and to work
diligently  to  achieve  profitability  for  shareholders.

                                       10
<PAGE>

     Mr.  Smith  is  an  Architect.  From  1987  to present he has been the sole
proprietor  of  Michael A. Smith, Architecture & Planning. From 1979 to 1986, he
was  a  partner  of  Smith/Cole Associates, Inc. He graduated Cum Laude from the
University  of  Houston,  Bachelor  of  Architecture,  in 1974 and practiced his
profession  continuously  since 1975. From 1967 to 1969, he served in the United
States Army, 1st Lieutenant, Infantry, Airborne, Ranger, Intelligence. Following
Reserve  service he was honorably discharged in 1980. In the past three years he
has  designed  and produced documents for over thirty homes, and participated in
the development of condominiums, townhouses and apartment projects, constituting
more  than 20,000 units, in New Mexico, Florida, North Carolina, Oklahoma, Ohio,
Virginia  and  throughout  Texas.

     Tarja  Morado (age 30), our previous and Initial Officer and Director since
inception,  has  spent  the last several years acquiring extensive IT skills, as
well as in-depth knowledge in platforms such as Sun Solaris, Unix, and a variety
of  Internet  based development systems. During the previous four years, she has
served  in a subordinate capacity assisting others in the planning of businesses
going  from  private  corporations  into  the  public  marketplace. She held the
position  of  Office Administrator for Lew Lieberbaum & Co., Inc. Dallas, Texas,
where  she  was responsible for the day to day business operations of the branch
as  well  as  the daily, weekly, monthly reports. We were her first venture as a
principal  in  corporate  development.


                        ITEM 10.  EXECUTIVE COMPENSATION.


<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                                                   |-----------------------------|
                                       Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Michael  Smith
    President/CEO        2001          0           0            0    15,000,000      0       0         0
                         2000          0           0            0             0      0       0         0
                         1999          0           0            0             0      0       0         0
                         1998          0           0            0             0      0       0         0
----------------------------------------------------------------------------------------------------------|
Tarja  Morado
formerly
      President/CEO      2001          0           0            0         9,000      0       0         0
                         2000          0           0            0         1,000      0       0         0
                         1999          0           0            0             0      0       0         0
                         1998          0           0            0             0      0       0         0
----------------------------------------------------------------------------------------------------------|
</TABLE>

                                       11
<PAGE>

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

     To  the  best of our knowledge and belief the following disclosure presents
the  total  security  ownership of all persons, entities and groups, known to or
discoverable  by  us,  to  be  the  beneficial owner or owners of more than five
percent of any voting class of our common stock, as well as the total beneficial
security  ownership  of  all  Directors  and  Nominees,  naming them, and by all
Officers  and Directors as a group, without naming them, of Registrant, known to
or  discoverable  by Registrant.  More than one person, entity or group could be
beneficially  interested  in  the  same  securities,  so  that  the total of all
percentages  may  accordingly exceed the one hundred percent shown for reference
only.  Please refer to explanatory notes if any, for clarification or additional
information.  Please  refer  to  explanatory  notes if any, for clarification or
additional  information.  We  have only one class of stock; namely Common Stock.
The  following  disclosure  includes  disclosure  of  former  affiliates  for
coordination  with  our  previously  filed  reports.

                                  COMMON  STOCK

                                              Actual
  Name and Address of Beneficial Owner . .  Ownership         %
Michael Smith
Sole Remaining Director
8115 North Van Houten
Portland OR 97203. . . . . . . . . . . . .  15,000,000    53.70
---------------------------------------------------------------
All Officers and Directors as a Group. . .  15,000,000    53.70
---------------------------------------------------------------
Carol Jean Gehlke, Trustee
Carol Jean Gehlke Living Trust dtd 2/11/93
210 Lille Lane #317
Newport Beach CA 92663-2694. . . . . . . .   2,500,000     8.95
---------------------------------------------------------------
Brian Hall
#8 Emeraude Way
Aliso Viejo CA 92656 . . . . . . . . . . .   1,500,000     5.37
---------------------------------------------------------------
Thomas Felber
Linda Felber
1950 Oak Hills Dr.
Colorado Springs CO 80919. . . . . . . . .   2,500,000     8.95
---------------------------------------------------------------
Total Other 5% Owners. . . . . . . . . . .   6,500,000    23.27
---------------------------------------------------------------
TOTAL ALL AFFILIATES AND 5% OWNERS . . . .  21,500,000    76.96
---------------------------------------------------------------
Total Shares Issued and Outstanding. . . .  27,935,000   100.00
---------------------------------------------------------------

                                       12
<PAGE>

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  previous principal consultant, Intrepid International, Ltd. ceased its
relationship  with  us  effective  August  31,  2001. Intrepid was a provider of
corporate  services  to  us  and billed us regularly on a time-fee basis no less
favorable  to  us  that  could  be  obtained  commercially  from unrelated third
parties.  Intrepid  did  not  provide  services  for  commissions based upon the
success  or failure of any corporate program, and Intrepid was not a fund-raiser
or  a  source  of  capital  financing.  The  principal  focus and benefit of the
services  offered  by  Intrepid were not its client's capital formation nor fund
raising  activities,  but  the refinement of client's business plan, analysis of
its  corporate  structure,  evaluation  of  its current filing status and filing
responsibilities,  currency  and  accuracy  of  financial  information  and
auditability  or  status  of  current  and  past audits and audit procedures, to
assist managers in making the conceptual and procedural transitions imposed upon
Officers  and  Directors,  with respect to shareholders, shareholder rights, and
maintenance  of  the  kinds  current  public information necessary to position a
company  to  consider public trading of its existing securities, and to maintain
its  impeccability  as a publicly trading company if and when its securities are
exposed  to  the  public  markets.

     Kirt  W.  James,  and  J.  Dan Sifford, Jr., were the executive officers of
Intrepid.  Mr.  James is no longer related to this issuer. Mr. Sifford continues
to  supply  audit  coordination  services  on  a  time  fee  basis.


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

 (A)  EXHIBITS.  The  following  exhibits  may  be found as exhibits to our Form
10-SB,  as  exhibit  number  as  listed.

     (3.1)  Articles  of  Incorporation

     (3.2)  By-Laws

 (B)  FORM  8-K  REPORTS.  None.

 (C)  FINANCIAL  STATEMENTS.  Audited  Financial  Statements for the years ended
March  31,  2002,  and  2001,  and  from inception. Please see Attachment FK-02.


                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the  date
indicated.

Dated:  June  26,  2002
                                 ESTAFF.COM, INC

                                       by

                                /s/Michael Smith
                                  Michael Smith
                          sole initial officer/director

                                       13
<PAGE>

                                ATTACHMENT FK-02

                          AUDITED FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED

                              MARCH 31, 2002, 2001

                               AND FROM INCEPTION






                                       14
<PAGE>

                                ESTAFF.COM, INC.

                          (A Development Stage Company)

                              Financial Statements

                             March 31, 2002 and 2001

                                       15
<PAGE>

                                    CONTENTS

Independent  Auditors'  Report                        17

Balance  Sheet                                        18

Statements  of  Operations                            19

Statements  of  Stockholders'  Equity                 20

Statements  of  Cash  Flows                           21

Notes  to  the  Financial  Statements                 22

                                       16
<PAGE>

                          Independent Auditors' Report

To  the  Board  of  Directors
and  Stockholders  of
eStaff.com,  Inc.

We  have  audited  the  accompanying  balance  sheets  of  eStaff.com,  Inc.  (a
development  stage company) (a Nevada corporation) as of March 31, 2002 and 2001
and  the  related  statements of operations, stockholders' equity and cash flows
for  the years then ended and from inception on April 21, 1999 through March 31,
2002.  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  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of eStaff.com, Inc. as of March
31, 2002 and 2001 and the results of its operations and cash flows for the years
then  ended  and  from  inception  on  April  21, 1999 through March 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements, the Company has little operating capital, no revenues and
is  dependent  on  financing  to  continue  operations.  These  factors  raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans in regard to these matters are also described in the Note 2.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/Chisholm  &  Associates
Chisholm  &  Associates
North  Salt  Lake,  Utah
June  21,  2002

                                       17
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                                March 31,           March 31,
                                                  2002                2001
                                     ASSETS

CURRENT  ASSETS:
    Cash                                    $            -     $          4,499

        Total  Current  Assets                           -                4,499

      TOTAL  ASSETS                         $            -     $          4,499
                                            ===================================

                       LIABILITIES & STOCKHOLDERS' EQUITY
                       ----------------------------------

CURRENT  LIABILITIES:
    Accounts  Payable                       $       49,275     $              -

        Total  Current  Liabilities                 49,275                    -

STOCKHOLDERS'  EQUITY:

Common stock, par value $.001; 100,000,000
shares authorized, 27,935,000 and 25,425,000
shares issued and outstanding                       27,935               25,435
Additional paid-in capital                         103,940               81,440
Deficit accumulated during the development stage  (181,150)            (102,376)

        Total  Stockholders'  Equity               (49,275)               4,499

      TOTAL  LIABILITIES  AND  STOCKHOLDERS'
          EQUITY                                  $      -        $       4,499
                                                  ==============================

    The accompanying notes are an integral part of these financial statements

                                       18
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                              From
                                                                         Inception  on
                                     For the Year       For the Year      April  21,
                                        Ended              Ended           1999  to
                                      March  31          March  31         March 31
                                         2002               2001              2002
<S>                                <C>               <C>                <C>
REVENUE:                           $           -     $        1,000     $       1,000

EXPENSES:
   General  &  administrative             78,774              2,000           132,150

      Total  expenses                     78,774              2,000           132,150

OPERATING  INCOME  (LOSS)                (78,774)            (1,000)         (131,150)

OTHER  INCOME  (EXPENSE):
    Bad  debt  expense                         -            (50,000)          (50,000)

   Total other income (expense)                -            (50,000)          (50,000)

NET  INCOME  (LOSS)                $     (78,774)     $     (51,000)    $    (181,150)
                                   ===================================================

NET  INCOME  (LOSS)  PER  SHARE    $        (.00)     $        (.00)    $        (.01)
                                   ===================================================

WEIGHTED  AVERAGE
     OUTSTANDING  SHARES              26,804,863         25,430,000        25,513,028
                                   ==================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       19
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 21, 1999 (Inception)
                             through March 31, 2002
<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                         Accumulated
                                                                          Additional     During  the
                                                 Common  Stock              Paid-In       Development
                                            Shares           Amount         Capital          Stage
<S>                                       <C>             <C>            <C>            <C>
Balance at inception April 21, 1999                   -    $          -    $           -  $         -

Common stock issued for
 services at $.00035 per share               15,375,000          15,375          (10,000)           -

Common  stock  issued  for
  cash  at  $.01  per  share                 10,050,000          10,050           90,450            -

Net  loss  for  the  year  ended
    March  31, 2000                                   -               -                -     (51,376)

Balance  March  31,  2000                    25,425,000          25,425           80,450     (51,376)

Common  stock  issued  for
  services  at  $.10  per  share                 10,000              10              990           -

Net  loss  for  the  year  ended
     March  31,  2001                                 -               -                -     (51,000)

Balance  March  31,  2001                    25,435,000    $     25,435    $      81,440   $(102,376)

Common  stock issued for
 services at $.01 per share                   2,500,000           2,500           22,500           -

Net  loss  for  the  year  ended
     March 31, 2002                                   -               -                -     (78,774)

Balance  March  31,  2002                    27,935,000   $      27,935   $      103,940  $ (181,150)
                                             ========================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       20
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                       From
                                                                                     Inception
                                       For  the  Year       For  the  Year          April  21,
                                           Ended                Ended                1999  to
                                         March  31             March  31            March  31
                                            2002                  2001                 2002
<S>                                      <C>                <C>                <C>
CASH  FLOW  USED  BY  OPERATIONS:
Net  Loss                                $     (78,774)     $     (51,000)     $     (181,150)
     Adjustment to reconcile net loss to
     net  cash  used  by  Operations:
          Stock  issued  for  services          25,000              1,000              31,375
          Bad  debt  expense                         -             50,000              50,000
Changes in operating assets and liabilities:
   Increase (Decrease) in accounts payable      49,275                  -              49,275

Net  Cash  Flows  Used  in
   Operating  Activities                        (4,499)                 -             (50,500)

CASH  FLOW  USED  BY  OPERATIONS:
     Cash  paid  for  Note  Receivable               -                  -             (50,000)

CASH  FLOW  USED  BY  OPERATIONS:
     Shares  issued  for  cash                       -                  -             100,500

NET  INCREASE  (DECREASE)  IN  CASH             (4,499)             4,499                   -

CASH  AT  BEGINNING  YEAR                        4,499                  -                   -

CASH  AT  END  OF  YEAR                    $         -      $       4,499         $         -
                                           ===================================================

Supplemental  Cash  Flow  Information:

Cash  Paid  for:
     Interest                              $        -       $           -         $         -
     Taxes                                 $        -       $           -         $         -
</TABLE>

Non-Cash  Financing  Activities

     During  June  2000,  the  Company  issued 10,000 shares of common stock for
services  valued  at  $1,000.

     During  September 2001, the Company issued 2,500,000 shares of common stock
for  services  valued  at  $25,000.

    The accompanying notes are an integral part of these financial statements

                                       21
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2002 and 2001

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

          eStaff.com,  Inc.  ("the  Company") was incorporated under the laws of
the  State  of  Nevada  on  April  21,  1999.  The Company was formed to provide
communication  services  and  resources  over  the  internet.  The  Company  is
currently  focusing  on  raising  capital  to  develop  its  operations.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.  The
     Company  has  chosen  a  fiscal  year  end  of  March  31.

     c.  Earnings  (Loss)  Per  Share

     The  computation  of  earnings  per  share  of common stock is based on the
weighted  average  number  of  shares  outstanding  at the date of the financial
statements.

<TABLE>
<CAPTION>
                                                                         From
                                                                    Inception  on
                                                                      April  12,
                                    For  the  Years  Ended          1999  Through
                                        December  31,               December  31,
                                  2002               2001                2002
<S>                         <C>                <C>                <C>
     Numerator  -  loss     $     (78,774)     $     (51,000)     $     (181,150)

     Denominator-weighted average
      of shares outstanding    26,804,863         25,430,000          25,513,028

     Loss per share         $       (0.00)     $       (0.00)     $        (0.01)
</TABLE>

     d.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
three  months  or  less  to  be  cash  equivalents.

                                       22
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2002 and 2001

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

     e.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $181,100 that will be offset against future
taxable  income.  These  NOL carryforwards begin to expire in the year 2020.  No
tax  benefit  has  been reported in the financial statements because the Company
believes  there  is a 50% or greater change the carryforward will expire unused.

    Deferred  tax  assets  and  the valuation account is as follows at March 31,
2002  and  2001:

                                                March  31,         March  31
     Deferred  tax  asset:                        2002               2001
                                         ------------------------------------
        NOL  carrryforward               $         61,500     $      34,800
     Valuation  allowance                         (61,500)          (34,800)
     Total                               $              -     $           -
                                         ===================================

     f.  Use  of  Estimates  in  the  Preparation  of  Financial  Statements

     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.

NOTE  2  -  GOING  CONCERN

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue  as  a going concern.  The Company has few assets and no
operations  and  is  dependent upon raising capital to continue operations.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this uncertainty. It is management's plan to raise capital in order
to  define their business operations, thus creating necessary operating revenue.

NOTE  3  -  DEVELOPMENT  STAGE  COMPANY

   The Company is a development stage company as defined in Financial Accounting
Standards  Board  Statement No. 7.  It is concentrating substantially all of its
efforts  in  raising  capital and developing its business operations in order to
generate  significant  revenues.

                                       23
<PAGE>

                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2002 and 2001

NOTE  4  -  COMMON  STOCK

          During June 2000, the Company issued 10,000 shares of common stock for
services  valued  at  $.10  per  share  (or  $10,000).

          During  September  2001, the Company issued 2,500,000 shares of common
stock  for  services  valued  at  $.01  per  share  (or  $25,000).

                                       24
<PAGE>