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.)

24843  Del  Prado,  Suite  318,  Dana  Point  California,                  92629
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (949)  248-1765

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


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 (
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.)

As  of  May  31,  2001:

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
25,435,000.

     there  currently is no public trading or market value for our common equity
voting  stock.

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


                        Exhibit Index is found on page 12

                                        1


PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  The  Business  of  Registrant  and  Its  Subsidiaries               3

Item  2.  Description  of  Property                                            5

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


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  HISTORICAL  INFORMATION. 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. 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. 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. On June 1, 2000, we issued 10,000 shares to our Sole Officer and
Director,  for organizational services valued at $1,000.00.  As a result we have
25,435,000  shares  of  common  stock  issued  and  outstanding.

     Our currently reporting fiscal year began April 1, 2000 and ended March 31,
2001.


 (B)  THE  BUSINESS  OF  REGISTRANT AND ITS SUBSIDIARIES. We have engaged 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  the  employer  of  record,  we  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 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
are  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.

                                        3


     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
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

                                        4


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.

     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.

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

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


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have no property at the present time. Intrepid International, Ltd., has
been  engaged  to  provide  corporate  consultation  and management services, to
coordinate  our  auditing  relationship,  and  to  secure  and provide legal and
professional  services,  for  us, as well as the non-allocated and non-exclusive

                                        5


use  of  its  offices,  and  staff.  Intrepid  bills  us on a time/fee basis, at
pre-established  rates, no less favorable to us that commercially available from
other  potential  providers. More information about Intrepid is provided in Item
12  of  Part  III  (Relationships  and  Transactions).


                           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.

 (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.  On June 1, 2000, we issued 10,000
shares  to  our Sole Officer and Director, for organizational services valued at
$1,000.00.


     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
have certain limited need for additional funding, during the next twelve months.
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  within  the  next  twelve  months. 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.

                                        6


      (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.


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

                                        7


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.


                                For the       For the        Inception
                                 Year          Year          April 17,
                                 ended         ended         1999 to
                                March 31.     March 31       March 31
 Operations . . . . . . .         2001          2000          2000
 Selected Information
Revenues: . . . . . . . .  $     1,000   $     1,000   $     1,000
                           ------------  ------------  ------------
 Total Revenues . . . . .        1,000         1,000         1,000
-------------------------------------------------------------------
General & Administrative.       (2,000)      (51,376)      (53,376)
                           ------------  ------------  ------------
 Total Expenses . . . . .       (2,000)      (51,376)      (53,376)
-------------------------------------------------------------------
 Operating Income . . . .       (1,000)      (50,376)      (52,376)
---------------------------------------  ------------  ------------
Other Income (expense). .      (50,000)            0       (50,000)
-------------------------------------------------------------------
 Total Other Expense. . .      (50,000)            0       (50,000)
-------------------------------------------------------------------
Net Income (Loss)
===================================================================
Net (Loss). . . . . . . .      (51,000)      (51,376)    (102,376))
===================================================================
Net Loss per share. . . .          (00)          (00)          (00)
-------------------------------------------------------------------
Weighted average shares .   25,430,000    22,479,545    23,954,772
outstanding
===================================================================



     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. 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

                                        8


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.


                         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.  Our  Balance  Sheet  and  Statement of Operations have been
substantially  reproduced  in  the  preceding  Item  6  and  discussed  therein.


             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.

     The  following  person  is  our Sole Initial Officer/Director, having taken
office  from the inception of the Registrant, to serve until her successor might
be  elected  or  appointed. The time of the next meeting of shareholders has not
been  determined.

     Tarja  Morado  (age  30),  our  Sole  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

                                        9


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 are her first venture as a
principal  in  corporate  development.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     There  is  no  present  program  of  executive compensation, and no plan of
compensation is expected to be adopted or authorized before we achieve revenues.
Our Sole Officer/Director has been issued 10,000 shares of our common stock, for
services  valued  at  $1,000.00, or $0.10 per share, pursuant to Section 4(2) of
the  Securities  Act  of  1933.  The  issuance  was  made  June  1,  2000.

     The  following  information  is provided as to the billings and payments to
our  principal  management  consultant  Intrepid  International,  Ltd.


date . .  fees       costs      total           (paid)  balance
--------  ---------  ---------  ---------  -----------  ----------
7/12/00.          0          0       0.00  $ 23,795.97  -23,795.97
12/31/00  $6,752.50  $5,945.48  12,697.98            0  -11,097.99
4/03/01.   1,968.75     545.88   2,514.63            0   -8,583.36
------------------------------------------------------------------
4/30/01.   8,721.25   6,491.36  15,212.61    23,795.97   -8,583.36
==================================================================


     We  had  reported,  for previous years, a $50,000 loan by us (made to Oasis
Entertainment, for motion picture production), a loan which we have charged off,
and  which  we  have  indicated  was associated with valuable assistance, by its
counsel  at  its  expense,  in  preparing  our  legal  documents  for filing and
submission.  Oasis  is  a  related  party  to  Intrepid  International,  Ltd.

     This  disclosure is made to reflect the true cost of doing business. Please
refer  to  Item  12  of  this Part III, Relationships and Transactions, for more
information  and  disclosure  about  Intrepid International, Ltd., our principal
management  consultant.


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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the  best  of
Registrant's  knowledge  and  belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any  voting  class  of Registrant's stock. 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  one  hundred  percent of some or any
classes.  Please  refer  to  explanatory  notes  if  any,  for  clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  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 one hundred percent of some or any classes.
Please  refer  to  explanatory  notes  if  any,  for clarification or additional
information.

             The Remainder of this Page is Intentionally left Blank

                                       10


                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE

                                           Actual
 Name and Address of Beneficial Owner .   Ownership     %
------------------------------------------------------------
Tarja Morado
Sole Initial Officer/Director
24843 Del Prado, Suite 318,
Dana Point, CA 92629. . . . . . . . . .      10,000     0.04
                                         ----------  -------
All Officers and Directors as a Group .      10,000     0.04
                                         ----------  -------
B&V Union Technologies, Inc. (1)
50th Street & Elvira Mendez Street
El Ejecutivo Building
Republic of Panama, Province of Panama.  15,000,000    58.97

Carol Jean Gehlke, Trustee. . . . . . .   2,500,000     9.83
Carol Jean Gehlke Living Trust dtd
2/11/93
210 Lille Lane #317
Newport Beach CA 92663-2694

Brian Hall. . . . . . . . . . . . . . .   1,500,000     5.90
#8 Emeraude Way
Aliso Viejo CA 92656

Thomas Felber . . . . . . . . . . . . .   2,500,000     9.83
Linda Felber
1950 Oak Hills Dr.
Colorado Springs CO 80919

Total Other 5% Owners . . . . . . . . .  21,500,000    84.53
                                         ----------  -------
TOTAL ALL AFFILIATES AND 5% OWNERS. . .  21,510,000    84.57
                                         ===================
Total Shares Issued and Outstanding . .  25,435,000   100.00
                                         ===================


 (1)  The  Officers, Directors and persons with dispositive control of B&V Union
Technologies,  Inc.  are  Javier  Adan Rivera Fernandez, President, Mario Gaytan
Protillo,  Treasurer,  and  Vilma  Alicia  Morales,  Secretary.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  principal  consultant,  Intrepid  International, Ltd. is a provider of
corporate  services  to  us  and  bills us regularly on a time-fee basis no less
favorable  to  us  that  could  be  obtained  commercially  from unrelated third
parties.  Intrepid  does  not  provide  services  for commissions based upon the
success  or  failure of any corporate program, and Intrepid is not a fund-raiser
or  a  source  of  capital  financing.  The  principal  focus and benefit of the
services  offered  by  Intrepid  are 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. Accordingly, the mission of Intrepid is to assist
us  in  avoiding  costly  mistakes  and  pitfalls in corporate management, going
public,  being  public, and in handling the various different relationships with
professionals  and  the  public  which are appropriate, practical, efficient and

                                       11


cost-effective  in  managing  ourself as a public corporation. Intrepid is not a
broker-dealer,  and  not  shareholder  of  our  corporation.

     Kirt  W.  James,  and  J.  Dan  Sifford, Jr., are the executive officers of
Intrepid. All management services are presently provided as a part of Intrepid's
services  and  billings.  These  gentlemen  are  also  affiliates  of  Oasis
Entertainment,  Ltd. to whom we loaned $50,000 and received valuable services of
its  counsel,  in  exchange.  This  loan  has  been  charged  off as an expense.


     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

     TABLE  CATEGORY  EXHIBIT  TABLE  #  DESCRIPTION  OF  EXHIBIT

     [3]   Articles/Certificates  of  Incorporation,  and  By-Laws

          (3.1)  Articles  of  Incorporation

          (3.2)  By-Laws  Exhibit  Box  B:  Other  Exhibits  OFF

 (B)  FORM  8-K  REPORTS.  None.

 (C)  FINANCIAL  STATEMENTS.  Audited  Financial  Statements for the years ended
March  31,  2001,  and  2000,  and  from  inception.  Please see Exhibit AFK-01.


                                   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  29,  2001     ESTAFF.COM,  INC

                                       by

                                /s/Tarja Morado
                                  Tarja Morado
                          sole initial officer/director

                                       12


--------------------------------------------------------------------------------
                                 EXHIBIT AFK-01

                          AUDITED FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED MARCH 31, 2001, AND 2000
                               AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       13


--------------------------------------------------------------------------------
                                ESTAFF.COM, INC.

                          (A Development Stage Company)

                              Financial Statements

                             March 31, 2001 and 2000
--------------------------------------------------------------------------------

                                       14


                                   CONTENTS

Independent  Auditors'  Report                                         16

Balance  Sheet                                                         17

Statements  of  Operations                                             18

Statements  of  Stockholders'  Equity                                  19

Statements  of  Cash  Flows                                            20

Notes  to  the  Financial  Statements                                  21 - 23

                                       15


                          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, 2001 and 2000
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,
2001.  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  generally  accepted  auditing
standards. 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, 2001 and 2000 and the results of its operations and cash flows for the years
then  ended  and  from  inception  on  April  21, 1999 through March 31, 2001 in
conformity  with  generally  accepted  accounting  principles.

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
May  18,  2001

                                       16


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

                                          March  31,     March  31,
                                            2001            2000
-----------------------------------------------------------------------
ASSETS
Current  Assets
    Cash                             $      4,499          $     4,499
    Note  receivable-  related  party           0               50,000
----------------------------------------------------------------------
      Total  Current  Assets                4,499               54,499
----------------------------------------------------------------------
      Total  Assets                  $      4,499         $     54,499
======================================================================
LIABILITIES  &  STOCKHOLDERS'  EQUITY
Current  Liabilities
     Total  Current  Liabilities     $          0         $          0
----------------------------------------------------------------------
Stockholders'  Equity
Common stock, par value
$.001; 100,000,000
shares authorized, 25,435,000
and 25,425,000
shares issued and outstanding              25,435               25,425
Additional  paid-in  capital               81,440               80,450
Deficit accumulated during
the development stage                    (102,376)             (51,376)
----------------------------------------------------------------------
        Total  Stockholders'  Equity        4,499               54,499
----------------------------------------------------------------------
 Total Liabilities and
 Stockholders' Equity                $      4,499          $    54,499
======================================================================

    The accompanying notes are an integral part of these financial statements

                                       17



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


                                                                        From
                                                                    Inception on
                                  For  the  Year   For  the  Year     April  21,
                                      Ended            Ended          1999  to
                                    March  31        March  31       March  31
                                      2001            2000             2001
--------------------------------------------------------------------------------

Revenue                         $       1,000    $           0     $      1,000
                                -----------------------------------------------
Expenses
   General  &  administrative           2,000           51,376           53,376
                                -----------------------------------------------
Total  expenses                         2,000           51,376           53,376
                                -----------------------------------------------
Operating  income  (loss)              (1,000)         (51,376)         (52,376)
                                -----------------------------------------------
Other  income  (expense)
    Bad  debt  expense                (50,000)               0          (50,000)
                                -----------------------------------------------
Total  other  income  (expense)       (50,000)               0          (50,000)
                                -----------------------------------------------
Net  income  (loss)             $     (51,000)     $   (51,376)    $   (102,376)
                                ===============================================
Net income (loss) per share     $        (.00)     $      (.00)    $       (.00)
                                ===============================================
Weighted  average
     outstanding  shares           25,430,000       22,479,545       23,954,772
                                ===============================================

    The accompanying notes are an integral part of these financial statements

                                       18


                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    For the Period April 21, 1999 (Inception)
                             through March 31, 2001

<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             0      $          0    $         0    $       0

Common stock issued for services
at $.00035 per share                   15,375,000            15,375        (10,000)           0

Common stock issued for
cash at $.01 per share                 10,050,000            10,050         90,450            0

Net  loss  for  the  year  ended
    March  31, 2000                             0                 0              0      (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            0

Net  loss  for  the  year  ended
     March 31, 2001                             0                 0              0      (51,000)
------------------------------------------------------------------------------------------------
Balance  March  31,  2001              25,435,000     $      25,435   $     81,440   $ (102,376)
================================================================================================
    The accompanying notes are an integral part of these financial statements
</TABLE>

                                       19


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

                                                                         From
                                                                      Inception
                                    For  the  Year  For  the  Year    April  21,
                                        Ended           Ended         1999  to
                                      March  31       March  31       March  31
                                        2001            2000            2001
--------------------------------------------------------------------------------

Cash  Flow  Used  By  Operations:
Net  Loss                       $     (51,000)  $     (51,376)   $     (102,376)
     Adjustment  to  reconcile  net  loss  to
     net  cash  used  by  Operations:
Stock  issued  for  services            1,000           5,375             6,375
          Bad debt expense             50,000               0            50,000
--------------------------------------------------------------------------------
Net  Cash  Flows  Used  in
   Operating  Activities                    0         (46,001)          (46,001)
--------------------------------------------------------------------------------
Cash  Flow  Used  in  Investing  Activities
Cash  paid  for  Note  Receivable           0         (50,000)          (50,000)
--------------------------------------------------------------------------------
Cash  Flow  From  Financing  Activities
     Shares  issued  for  cash              0         100,500           100,500
--------------------------------------------------------------------------------
Increase  (Decrease) in Cash                0           4,499             4,499

Cash-Beginning  of  Period              4,499               0                 0
--------------------------------------------------------------------------------
Cash-End  of  Period             $      4,499     $     4,499          $  4,499
================================================================================
Supplemental  Cash  Flow  Information:
Cash  Paid  for:
     Interest                    $          0     $         0          $      0
     Taxes                       $          0     $         0          $      0

Non-Cash  Financing  Activities
        During  the  year  ended  March  31, 2000, the Company issued 15,375,000
shares  of  common  stock  for  services  valued  at  $5,375.

        During  the  year ended March 31, 2001, the Company issued 10,000 shares
of  common  stock  for  services  valued  at  $1,000.

    The accompanying notes are an integral part of these financial statements

                                       20


                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2001 and 2000

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.

                              Income  (loss)        Shares           Per-Share
                                (Numerator)     (Denominator)          Amount
--------------------------------------------------------------------------------

     For  the  year  ended
        March  31,  2001:
        Basic  EPS
           Income  (loss)  to  common
             stockholders     $     (51,000)          25,430,000     $     (.00)
                              ==================================================
     For  the  year  ended
               March  31,  2000:
        Basic  EPS
           Income  (loss)  to  common
             stockholders     $     (51,376)          22,479,545     $     (.00)
                              ==================================================
     From  inception  on  April  21,
         1999  to  March  31,  2001:
        Basic  EPS
           Income  (loss)  to  common
            stockholders     $     (102,376)          23,954,772     $     (.00)
                              ==================================================
     d.  Cash  and  Cash  Equivalents

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

                                       21


                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2001 and 2000

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 $102,376 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,
2001  and  2000:
                                            March  31,              March  31
     Deferred  tax  asset:                        2001                 2000
------------------------------------------------------------------------------
        NOL  carrryforward               $     34,800          $      17,500
     Valuation  allowance                     (34,800)               (17,500)
     Total                               $          0          $           0

     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.

                                       22


                                ESTAFF.COM, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             March 31, 2001 and 2000

NOTE  4  -  NOTE  RECEIVABLE  -  RELATED  PARTY

          The  Company  loaned Oasis Entertainment, an organization under common
control, $50,000 during June 1999.  The note is non-interest bearing and payable
upon  demand.  During  the fiscal year ended March 31, 2001, the note balance of
$50,000  was  written  off.

                                       23