Commission File No. 0-33483


                     U.S. 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

                     For the Fiscal Year Ended: May 31, 2003

                  / / TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Transition Period From __ to __

                           PRO-ACTIVE SOLUTIONS, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA                                               88-0496645
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


  6767 W. Tropicana Avenue, Suite 207
         Las Vegas, Nevada                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


Issuer's telephone number: (702) 248-1047


Securities to be registered pursuant to Section 12(b) of the Act:

                                      none

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


                               $.001 Common Stock
                               __________________
                                (Title of Class)


         Check 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 shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. /X/

         As of May 31, 2003, there were 2,200,000 shares of the registrant's
Common Stock, $.001 par value, outstanding.

         The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant is $-0-.

         State the registrant's revenues for the May 31, 2003 fiscal year: $-0-.


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                                TABLE OF CONTENTS

                                                                            Page


Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

Item 4.  Submission of Matter to Vote of
         Security Holders

Item 5.  Market for Common Equity and
         Related Stockholder Matters

Item 6.  Management's Discussion and Analysis
         or Plan of Operation

Item 7.  Financial Statements

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure

Item 8A. Controls and Procedures

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

Item 10. Executive Compensation

Item 11. Security Ownership of Certain
         Beneficial Owners and Management

Item 12. Certain Relationships and
         Related Transactions

Item 13. Exhibits and Reports on Form 8-K

Item 14. Controls and Procedures [See Item 8A]

Item 15. Principal Accountant Fees and Services

         Signatures


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ITEM 1.           DESCRIPTION OF BUSINESS.

Our Company.

                  We were incorporated under the laws of the State of Nevada on
January 14, 2000 under the name of Pro-Active Solutions, Inc. Our principal
executive offices are located at 6767 West Tropicana Avenue, Suite 207, Las
Vegas, Nevada 89103-4754. Our telephone number is (702) 248-1027.

                  Although our principal executive offices are located in Las
Vegas, Nevada, the officers and directors do not intend to conduct any business
at said offices. The officers and directors will conduct business through the
use of their computer system connected to the internet, a global electronic
network, consisting of smaller, interconnected networks, which allow computers
to exchange information over telephone wires, dedicated data cables, and
wireless links. The internet links personal computers by means of servers which
are on specialized operating systems and applications designed for servicing a
network environment. The officers and directors are able to connect to the
internet and conduct business through their personal computers located in their
residences in California.

                  Your attention is specifically called to the risk factors in
this Item 1 below and the detailed information within the financial statements
and the explanatory notes which appear elsewhere in this Form 10-KSB.

Our Business.

                  We are a referral agent and we collect a selling commission
for referring customers who purchase Verio, Inc.'s ("Verio") domain registration
services, web hosting services and e-commerce services.

                  We have an agreement with Verio wherein we have been appointed
as a non-exclusive authorized sales representative in the United States to
solicit sales of Verio's services. These services include various domain
registration services, web hosting services and e-commerce services. We are an
independent contractor and we participate in what is known as Verio's Web Agent
Referral Program ("Warp program"). We make residual income for referring
business to Verio. Our agreement commenced as of May 22, 2001 and remained in
effect for two years. Pursuant to the agreement, we requested an additional one
year term. Unless terminated pursuant to the provisions of the agreement, we may
request up to two additional one year extensions of the agreement. Verio
provides us with a co-branded web page that we customize with our own
introductory text and banner.

                  We are an independent contractor and we participate in what is
known as Verio's Web Agent Referral Program - the WARP program. We make residual
income for referring business to Verio. We start by earning 20% of revenue
collected from each and every customer that we refer and that signs up for web
hosting services. The revenue can increase up to 30% when we have signed up in
excess of 200 accounts. Verio provides us with a co-branded web page that we
customize with our own introductory text and banner.


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                  Our agreement with Verio provides that we may not contact or
deal with any of Verio's customers or customers that we have brought to Verio
for a period of two years after the termination of our Warp program. Although we
are able to market and refer customers to other third-party domain name
registrars, web hosting sites or services other than Verio, we have no intention
to engage in such activity. We have no other agreements to provide domain name
registration, web hosting sites or services and we have no intention to enter
into such agreements during the term of our agreement with Verio.

                  Our web site is at http://www.pro-active-solutions.com. Our
web site and its contents do not form a part of this Form 10-KSB.

                  We can direct our customers to visit our web site to place
orders or we can place orders on behalf of our customers or visitors can access
our web site which allows them to place orders directly. The visitors are
tracked through our web site so when a visitor places an order on our page, we
receive a commission for the sale after the customer makes payment to Verio. If
a customer does not directly place an order from our web site (click-thru from
our opening web page to Verio) or later visits Verio's web site or contacts
Verio directly, Verio's tracking software will not treat that customer as a
referral and we will receive no commission for that customer, unless that
customer specifically discloses to Verio that it is a referral from us.

                  In order for us to receive credit for a sale, our visitors to
the co-branded site must have a so-called java script and cookie enabled
browser. Substantially all of the browser's currently used are java script
enabled and cookie enabled. All Netscape Navigator 3.0 or higher or Internet
Explorer 3.0 or higher are java script and cookie enabled. If a visitor cannot
or does not accept the tracking cookie, we will not be able to track the visitor
and we will not be credited for the sale.

                  Under the Warp program, we are not permitted to knowingly
market our referral services to a current customer of Verio and in the event
that we solicit a current customer of Verio to buy services, Verio is under no
obligation under our Warp program to pay a commission to us for the customer.
Further, if a customer cannot or does not accept the tracking cookies from
Verio, we will not receive any commission for any sale.


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                  Although we consider our web site "under construction," the
web site is available to be accessed on the world wide web. We have defined
"under construction" to mean that we intended to make substantive changes or
improvements to the web site. We have been a referral agent of Verio since May,
2001, we have derived no revenues from any customers because we have not
commenced any marketing activity.

                  We have not expended any monies during each of the last two
fiscal years on research and development activities applicable to our web site.
All development activities to date have been provided to us by Verio at no cost
or expense. Accordingly, none of the research and development costs will be
borne directly by our customers. Other than these initial web site development,
we have not undergone any other research and development activity.

                  Our agreement with Verio can be terminated immediately,
without notice, at any time, in the event that we breach any of the covenants,
terms or conditions of the agreement which have not been cured for a period of
ten days after notice by Verio to us, an assignment by us for the benefit of
creditors or our seeking protection under the Bankruptcy Act, or Verio is unable
to provide the agreed upon services by reason of any law, rule, regulation,
order of any governmental authority having jurisdiction over its business.

                  We refer all of our domain registration and web hosting
services to Verio. This is accomplished through hypertext links. These
"hyperlinks" allow a visitor to our web site (co-branded web page) to easily and
quickly click-connect to Verio's location on the world wide web. Verio is a
large web hosting company and a provider of comprehensive internet services.
Although potential customers could go directly to Verio (or any other third
party) provider of domain registration services, web hosting services and
e-commerce services, we believe that the so-called low end, entry level services
which we will market, through Verio's web agent referral program, constitutes a
niche wherein we may be able to achieve residual income for referring customers
to Verio through the use of a user friendly web site. We have defined low-end,
entry-level services that we market to be a service that is available at a low
cost for the consumer not advanced in complexity for the user to take advantage
thereof.


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<PAGE>


                  Verio provides locally based sales and engineering support for
its internet services in the large metropolitan statistical areas in the United
States and provides web hosting services to customers in more than 170
countries. Its scale in both internet access and web hosting allows Verio to
provide robust, high-quality, and expandable service platforms to meet its
customer's internet needs. Any business customer utilizing the internet is a
potential customer for Verio. By combining its national scale with local
presence, Verio's business strategy has given it a competitive edge in offering
both internet access and web hosting service platforms.

                  We became a Warp agent by applying to Verio to become a
participant in one of a number of partner and reseller programs that they have
established and that they market to companies involved with internet services.
We contacted Verio and we investigated various programs that they have designed
for companies to provide their clients with a broad range of comprehensive
internet services. After reviewing various programs, we decided that the Warp
program which allows us to collect a commission for referring qualified clients
interested in securing Verio services with Verio managing all activities
associates with closing a sale and providing customer billing and support would
be the type of relationship that we would like to initially establish with
Verio. The application process involves the completion and submission of a
partner profile. Thereafter, Verio reviewed the profile and contacted us to
review the program and our eligibility. After a discussion, we were asked to
enter into the Warp program. The process is conducted through phone contact and
facsimile transmission of agreements, or e-mail communications of the
agreements. Our attorney assisted us with the various steps and assisted us with
the negotiations with Verio.

                  Although we only plan to market our domain registration and
web hosting services, because a visitor to our co-branded web site is
hyperlinked to Verio's web site and is tracked through the use of "cookies,"
additional referral income may be available to us in connection with the
referrals. We intend to customize our web site supplied by Verio with
information directed solely to referring the domain registration and web hosting
services. Accordingly, we do not expect to generate revenues from customers
utilizing any services other than those applicable to the registration of domain
names and/or utilizing the web hosting services.


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Verio.

                  Verio (a subsidiary of Nippon Telegraph and Telephone Company)
is a web hosting company and a provider of comprehensive internet services.
Verio has a network of 31 bases in 21 countries for global services and provides
services in more than 50 countries. It has more than 4,000 resellers in the
United States and in more than 170 other countries. Verio has preferential
marketing agreements with other internet online companies, provides private
label and co-branded distribution relationships with telecommunications
companies and also has in-house telemarketing operations. While basic internet
access and web hosting services constitute the predominate services offered by
Verio, Verio's focus is on the so-called "enhanced services," what is deemed to
be the fastest growing segment of the internet services market. An enhanced
service is defined to encompass a dedicated server, a single computer fully
devoted to the needs of one customer which allows for faster access to
information and provides greater flexibility in software, site traffic
management, and scalability. It also includes so-called dual server systems -
through a dual server setup, web server processes, application transactions, and
database queries can be segregated for optimal processing and input and output
availability and performance. Variations of the systems are known as clustering
systems - a system which is scalable from two to multiple front-end web servers,
with the addition of a third web server, and multi site systems, a web hosting
system designed for environments that put a high value on maximum up time and
redundant - multiple hosting configurations. Verio, in each of the these
enhanced services, generally has multiple employees assigned to the task with
dedicated account management and dedicated network monitoring. As business users
of the internet adopt enhanced services, they also require additional bandwith
and web site functionality to support their expanded use of the internet.

                  If our customer uses the enhanced web hosting services, we
will also receive the referral commission under our agreement with Verio.

                  Verio believes that internet connectivity and enhanced
internet services (including web hosting) represents two of the fastest growing
segments of the telecommunications services market. As business users of the
internet adopt enhanced services, they also require web side functionality to
support their expanded use of the internet. Many companies find that an
out-sourced solution, such as using Verio's internet connectivity and


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web-hosting services, to be a solution must cost effective, because the company
typically lacks the technology experience, capital, personnel, or ability to
bear the time-to-market and operating risks to install, maintain and monitor
their own web servers and internet connectivity. Small and medium-size
businesses generally seek an internet service provider who are readily available
to respond to technical issues, who can assist in developing and implementing
the customer's effective use of the internet, and with whom they can establish a
stable and long-term relationship. Although we intend only to refer customers to
Verio in connection with the selling of domain name registration services and
web site hosting services, as the customer grows in size, they will be able to
take advantage of any and all services offered to customers by Verio. We will
not be able to control the type of services offered to the referrals by Verio,
although we may be able to receive some residual income depending on the
services rendered.

                  Although potential customers could go directly to Verio (or
any other third party) provider of domain registration services, web hosting
services and e-commerce services, we believe that the so-called low end, entry
level services which we market, through Verio's web agent referral program,
constitutes a niche wherein we may be able to achieve commission income for
referring customers to Verio through the use of a user friendly web site. This
is the compensation received which is a percentage of the customer's sale.
Verio's large existing customer base and strong, balance position in both the
internet access and web hosting service platforms gives Verio a competitive edge
in offering its services which include applications hosting, e-commerce, premier
data centers, managed services, co-location and security products.



Risk Factors.

                  In addition to the other information in this Form 10-KSB, the
following risk factors should be considered carefully in evaluating our business
or before purchasing any of our shares of common stock. Ownership of our common
stock is speculative and involves a lot of risks.


         1.       An investment in our shares of common stock involves a high
                  degree of risk and you may lose your entire investment.

                  We have no operating history nor have we received any revenues
or earnings from operations. We have no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we have generated substantial revenues
from customers registering domain names and/or utilizing web hosting services.

         2.       Unless we obtain loans or additional funding, we may not be
                  able to continue as a going concern.

                  Our auditor's going concern opinion and the notation in the
financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from shareholders, officers
and directors to meet limited operating expenses. Our financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern. Our loss from inception
through May 31, 2003 is $10,683.


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                  Without the implementation of any marketing plan, our current
"burn rate" is less than $49 per month. Upon implementation of our marketing
plan, we expect that our "burn rate" will increase to approximately $800 per
month. Not to exceed $500 per month will be expended for the strategic listing
of our web site with major search engines. The balance will be utilized in
connection with establishing reciprocal click-thru agreements with complimentary
web site and for the expenses of having us comply with the federal securities
laws. The officers and directors have orally agreed to fund our "burn rate," pay
all expenses of having us comply with the federal securities laws (and being a
public company) and have orally agreed to extend, if required, a "line of
credit" in the amount of $10,000, without interest, to implement our marketing
plan. The line of credit expired on August 31, 2002. On October 1, 2002, the
line of credit was reinstated and now expires on April 30, 2004. As of the date
hereof, no funds have been drawn down on the line of credit. These agreements
may not be enforceable.

                  If we do not secure the loans (or raise additional capital if
the loans are not forthcoming), we may not be successful. As a development stage
company with no operations and no revenues, it may be difficult or impossible to
obtain any additional funding through commercial loans or private loans, on
terms which may be deemed to be acceptable to us.

         3.       We currently commenced business operations and have no current
                  operating history which makes an evaluation of us difficult.

                  We have no operating history and we did not have any business
prior to our organization. As of May 31, 2003, we had incurred losses and we
expect losses to continue. There is nothing at this time on which to base an
assumption that our business plan will prove successful, and there is no
assurance that we will be able to operate profitably.

         4.       Our success is dependent on management which has other full
                  time employment, has limited experience and will only devote
                  limited part time working for us which makes our future even
                  more uncertain.

                  As compared to many other public companies, we do not have any
technical personnel. Our management has no experience with the domain
registration and web hosting business. Furthermore, our officers and directors
will not be employed by us as they are involved with other businesses and have
other interests which could give rise to conflicts of interest with respect to
the amount of time devoted to our business.


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         5.       In addition to having no full time management and lack of
                  experience in the domain registration and web hosting
                  business, if we lose Anita T. Panganiban, our business would
                  be impaired.

                  Our success is heavily dependent upon the continued
participation of our president, Anita T. Panganiban. Loss of her services could
have a material adverse effect upon our business development. We intend to rely
upon Anita Panganiban to negotiate for the development of our web side, for the
strategic listing of our web sites and for arranging for the reciprocal
click-thru agreements with complementary web sites. We do not maintain "key
person" life insurance on Anita T. Panganiban's life. We do not have a written
employment agreement with Anita T. Panganiban. There can be no assurance that we
will be able to recruit or retain other qualified personnel, should it be
necessary to do so.

         6.       Our officers and directors are the principal shareholders and
                  will be able to approve all corporate actions without
                  shareholder consent and will control our Company.

                  Our principal shareholders Anita T. Panganiban, Carol Suzanne
Collins and Robert Lee Collins currently own approximately 65.9% of our common
stock. They will have significant influence over all matters requiring approval
by our shareholders, but not requiring the approval of the minority
shareholders. In addition, they are directors and will be able to elect all of
the members of our board of directors, allowing them to exercise significant
control of our affairs and management. In addition, they may transact most
corporate matters requiring shareholder approval by written consent, without a
duly-noticed and duly-held meeting of shareholders.

         7.       We face competition from other entities providing services
                  similar to ours; accordingly, we may not be able to compete
                  effectively with other selling organizations and with other
                  entities providing services similar to ours.

                  We face competition from many entities providing referral
services similar to ours. The market for the providing of domain registration
and web service hosting is extremely competitive, highly fragmented, and has no
substantial barriers to entry. Verio is also a direct competitor of ours. Our
unproven market strategy will include the strategic listing of our web site with
major search engines so our customers can find us and will include reciprocal
click-thru agreements with complementary web sites who may refer customers to
our web site. Although we are reliant upon Anita T. Panganiban, our president,
for implementing our marketing strategy, the limited part-time contribution of
her time may not be sufficient for us to implement our marketing strategy.



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Domain registration services supplied by competitors are substantially identical
in nature but web hosting services can be more specialized.

                  There can be no assurance that we will be able to compete
effectively in this highly competitive industry, which could have a material
impact upon market acceptance of our referral services.

         8.       Our plan of operation may incorporate estimates rather than
                  actual figures. Our plan of operation and the implementation
                  of our plan of operation assume that our estimates are
                  correct, however, the actual results may differ materially and
                  adversely when the actual figures are determined.

                  The discussion of our plan of operation is management's best
estimate and analysis of the potential market, opportunities and difficulties
that we face. There can be no assurances that the underlying assumptions
accurately reflect our opportunities and potential for success. Competitive and
economic forces make forecasting of revenues and costs difficult and
unpredictable.

         9.       You will receive no dividends on your investment.

                  We have never paid dividends. We do not anticipate declaring
or paying dividends in the foreseeable future. Our retained earnings, if any,
will finance the development and expansion of our business. Our dividends will
be at our board of directors' discretion and contingent upon our financial
condition, earnings, capital requirements and other factors. Future dividends
may also be affected by covenants contained in loan or other financing documents
we may execute. Therefore, there can be no assurance that cash dividends of any
kind will ever be paid.

         10.      If we issue future shares, present investors' per share value
                  will be diluted.

                  We are authorized to issue a maximum of 25,000,000 shares of
common shares. As of May 31, 2003, there were 2,200,000 shares issued and
outstanding. The board of directors' authority to issue common stock without
shareholder consent may dilute the value of your common stock.

         11.      Our common stock may never be public traded and you may have
                  no ability to sell the shares.


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                  There is no public trading market for our shares of common
stock. Our stock has been cleared for unpriced quotation on the Pink Sheets LLC
"pink sheets." There has been no trades or prices entered in the so-called "pink
sheets." The symbol is PAVS.

                  There can be no assurance that a market for our common stock
will be established or that, if established, a market will be sustained.
Therefore, if you purchase our common stock you may be unable to sell them.
Accordingly, you should be able to bear the financial risk of losing your entire
investment.

                  Only market makers can apply to quote securities. Market
makers who desire to initiate quotations in the OTC Bulletin Board system must
complete an application (Form 211) (unless and exemption is applicable) and by
doing so, will have to represent that it has satisfied all applicable
requirements of the Securities and Exchange Commission Rule 15c2-11 and the
filing and information requirements promulgated under the National Association
of Securities Dealers' ("NASD") Bylaws. The OTC Bulletin Board will not charge
us with a fee for being quoted on the service. NASD rules prohibit market makers
from accepting any remuneration in return for quoting issuers' securities on the
OTC Bulletin Board or any similar medium. This Form 10-SB, once effective, will
subject us to the reporting requirements of the Securities Exchange Act of 1934,
as amended, and, as such, we may be deemed compliant with Rule 15c2-11. The NASD
Regulation, Inc. will review the market maker's application (unless and
exemption is applicable) and if cleared, it cannot be assumed by any investor
that any federal, state or self-regulatory requirements other than certain NASD
rules and Rule 15c2-11 have been considered by the NASD Regulation, Inc.
Furthermore, the clearance should not construed by any investor as indicating
that the NASD Regulation, Inc., the Securities and Exchange Commission or any
state securities commission has passed upon the accuracy or adequacy of the
documents contained in the submission.

                  The OTC Bulletin Board is a market maker or dealer-driven
system offering quotation and trading reporting capabilities - a regulated
quotation service - that displays real-time quotes, last-sale prices, and volume
information in OTC equity securities. The OTC Bulletin Board securities are not
listed and traded on the floor of an organized national or regional stock
exchanges. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting market makers or dealers in
stocks.


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                  There is no assurance that our common stock will be able to
meet the requirements for a price quotation in the so-called "pink sheets" or
that the common stock will be accepted for listing on the OTC Bulletin Board.

         12.      If our common stock does not meet blue sky resale require-
                  ments, certain shareholders may be unable to resell our common
                  stock.

                  The resale of common stock must meet the blue sky resale
requirements in the states in which the proposed purchasers reside. If we are
unable to qualify the common stock and there is no exemption from qualification
in certain states, the holders of the common stock or the purchasers of the
common stock may be unable to sell them.

         13.      Our shareholders may face significant restrictions on the
                  resale of our common stock due to state "blue sky" laws or if
                  we are determined to be a "blank check" company.

                  There are state regulations that may adversely affect the
transferability of our common stock. We have not registered our common stock for
resale under the securities or "blue sky" laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. We
are under no obligation to register or qualify our common stock in any state or
to advise the shareholders of any exemptions.

                  Current shareholders, and person who desire to purchase the
common stock in any trading market that may develop in the future, should be
aware that there might be significant state restrictions upon the ability of new
investors to purchase the common stock.

                  Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies or in
"blind-pool" offerings, or if such securities represent "cheap stock" previously
issued to promoters or others. Our initial shareholders, because they originally
paid $.10 for each share, may be deemed to hold "cheap stock." These limitations
typically provide, in the form of one or more of the following limitations, that
such securities are:


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                  (a) Not eligible for sale under exemption provisions
permitting sales without registration to accredited investors or qualified
purchasers;

                  (b) Not eligible for the transaction exemption from
registration for non-issuer transactions by a registered broker-dealer;

                  (c) Not eligible for registration under the simplified small
corporate offering registration (SCOR) form available in many states;

                  (d) Not eligible for the "solicitations of interest" exception
to securities registration requirements available in many states;

                  (e) Not permitted to be registered or exempted from
registration, and thus not permitted to be sold in the state under any
circumstances.

                  Virtually all 50 states have adopted one or more of these
limitations, or other limitations or restrictions affecting the sale or resale
of stock of blank check companies or securities sold in "blind pool" offerings
or "cheap stock" issued to promoters or others. Specific limitations on such
offerings have been adopted in:

                  Alaska            Nevada           Tennessee
                  Arkansas          New Mexico       Texas
                  California        Ohio                      Utah
                  Delaware          Oklahoma         Vermont
                  Florida           Oregon           Washington
                  Georgia           Pennsylvania
                  Idaho             Rhode Island
                  Indiana           South Carolina
                  Nebraska          South Dakota

                  Any secondary trading market which may develop, may only be
conducted in those jurisdictions where an applicable exemption is available or
where the shares have been registered.

                  We do not have any legal opinions as it relates to whether we
are a blind pool or blank-check company. The Securities and Exchange Commission
has adopted a rule (Rule 419) which defines a blank-check company as (i) a
development stage company, that is (ii) offering penny stock, as defined by Rule


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3a51-1, and (iii) that has no specific business plan or purpose or has indicated
that its business plan is engage in a merger or acquisition with an unidentified
company or companies. Certain jurisdictions may have definitions that are more
restrictive than Rule 419. We have been informed that the Securities and
Exchange Commission has cautioned that "it will scrutinize registered offerings
for attempts to create the appearance that the registrant... has a specific
business plan, in an effort to avoid the applicable of Rule 419. Provisions of
Rule 419 apply to every registration statement filed under the Securities Act of
1933, as amended, relating to an offering by a blank-check company. We have
never filed a registration statement under the Securities Act of 1933, as
amended.

                  If we are later determined to be a so-called "blank check"
company, our shareholders will be required to file a registration statement
under the Securities Act of 1933, as amended, prior to the resale of the common
stock, unless there exists a transactional or security exemption for such sale
under the Securities Act of 1933, as amended. Current shareholders and person
who desire to purchase the common stock in any trading market that may develop
in the future, should be aware that the we are under no obligation to register
the shares on behalf of our shareholders under the Securities Act of 1933, as
amended.

         14.      Our common stock may be subject to significant
                  restriction on resale due to federal penny stock restrictions.

                  The Securities and Exchange Commission has adopted rules that
regulate broker or dealer practices in connection with transactions in penny
stocks. Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

                  These disclosure requirements may have the effect of reducing
the level of trading activity in any secondary market for our stock that becomes
subject to the penny stock rules, and accordingly, shareholders of our common
stock may find it difficult to sell their securities, if at all.


ITEM 2.           DESCRIPTION OF PROPERTY.

                  Our executive offices are located at 6767 West Tropicana
Avenue, Suite 207, Las Vegas, Nevada 89103-4754 wherein we have space supplied
by our registered agent without cost pursuant to an oral agreement, on a month
to month basis. The space is approximately 200 square feet total, of which we
are supplied with a shared desk and chair area without charge. We feel that this
space is adequate for our needs at this time, and we feel that we will be able
to locate adequate space in the future, if needed, on commercially reasonable
terms.


                                       15


<PAGE>


ITEM 3.           LEGAL PROCEEDINGS.

                  There is no litigation pending or threatened by or against the
Company.


ITEM 4.           SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.

                  There has been no matters submitted to the Company's security
holders.


ITEM 5.           MARKET FOR COMMON COMPANY EQUITY AND RELATED STOCKHOLDER
                  MATTER.

                  Market Information and Market Price.

Market Price.

                  There is no public trading market for our shares of common
stock.

                  Our stock has been cleared for unpriced quotation on the Pink
Sheets LLC "pink sheets." There has been no trades or prices entered in the
so-called "pink sheets." Our symbol is PAVS. Before a price can be entered in
the pink sheets, a broker-dealer must make a supplemental filing with the NASD
Regulation, Inc. which includes the basis and factors for the broker-dealer's
price quotation and said filing must be received by the NASD Regulation, Inc.
three days before the priced entry appears in the quotation media.

                  Once a priced quotation has been entered in the pink sheets
computerized system, broker-dealers who are using the pink sheet electronic
quotation service have access to price information from various market makers.
There are no pink sheet rules for market maker quotes. Market makers can submit
two sided, one sided or name only quotes in the pink sheets. The pink sheets
will only accept quotations from Securities and Exchange Commission registered
broker-dealers and market makers are subject to applicable federal and state
securities laws and National Association of Securities Dealers Rules. Market
makers must be subscribers and must have quotation privileges to "securities in
the pink sheets." The NASD Regulation, Inc. reviews the market makers
application and if cleared, it cannot be assumed by any investor that any


                                       16


<PAGE>


federal, state or self regulatory requirements other than certain NASD rules and
Rule 15c2-11 under the Securities Exchange Act of 1934, as amended, has been
considered by the NASD Regulation, Inc. Further, the clearance should not be
construed by any investor as indicating that the NASD Regulation, Inc., the
Securities and Exchange Commission or any state securities commission have
passed upon the accuracy or adequacy of any of the documents contained in our
submission to the broker-dealer.

                  We intend to request a broker-dealer to make application to
the NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board System. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.

                  The Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes relevant to
the Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.


                                       17


<PAGE>


                  For the initial listing in the NASDAQ SmallCap market, a
company must have net tangible assets of $4 million or market capitalization of
$50 million or a net income (in the latest fiscal year or two of the last fiscal
years) of $750,000, a public float of 1,000,000 shares with a market value of $5
million. The minimum bid price must be $4.00 and there must be 3 market makers.
In addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

                  For continued listing in the NASDAQ SmallCap market, a company
must have net tangible assets of $2 million or market capitalization of $35
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $500,000, a public float of 500,000 shares with a market value of $1
million. The minimum bid price must be $1.00 and there must be 2 market makers.
In addition, there must be 300 shareholders holding 100 shares or more.


Shareholders.

                  As of May 31, 2003 and as of the date hereof, there were 25
holders of record of our common
stock.

Voting Rights.

                  Each share of common stock entitles the holder to one vote,
either in person or by proxy, at meetings of shareholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the holders of common
stock holding, in the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the holders of the
remaining minority shares will not be able to elect any of such directors. The
vote of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote thereon is sufficient to authorize, affirm, ratify or
consent to such act or action, except as otherwise provided by law.


                                       18


<PAGE>



                  Section 2115 of the California General Corporation law,
however, provides that a corporation incorporated under the laws of a
jurisdiction other than California, but which has more than one-half of its
"outstanding voting securities" and which has a majority of its property,
payroll and sales in California, based on the factors used in determining its
income allocable to California on its franchise tax returns, may be required to
provide cumulative voting until such time as the Company has its shares listed
on certain national securities exchanges, or designated as a national market
security on NASDAQ (subject to certain limitations). Accordingly, holders of the
our common stock may be entitled to one vote for each share of common stock held
and may have cumulative voting rights in the election of directors. This means
that holders are entitled to one vote for each share of common stock held,
multiplied by the number of directors to be elected, and the holder may cast all
such votes for a single director, or may distribute them among any number of all
of the directors to be elected.

                  Our existing directors who are also shareholders, acting in
harmony, will be able to elect all of the members of our board of directors even
if Section 2115 is applicable.

Dividend Policy.

                  All shares of common stock are entitled to participate
proportionally in dividends if our board of directors declares them out of the
funds legally available. These dividends may be paid in cash, property or
additional shares of common stock. We have not paid any dividends since our
inception and presently anticipate that all earnings, if any, will be retained
for development of our business. Any future dividends will be at the discretion
of our board of directors and will depend upon, among other things, our future
earnings, operating and financial condition, capital requirements, and other
factors. Therefore, there can be no assurance that any dividends on the common
stock will be paid in the future.

Miscellaneous Rights and Provisions.

                  Holders of common stock have no preemptive or other
subscription rights, conversion rights or rights of redemption. In the event of
our dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities.


                                       19


<PAGE>


                  Our articles of incorporation and bylaws do not contain any
provision which would delay, defer, or prevent a change in our control. Further,
our articles of incorporation and bylaws permit us to engage in any business and
that business can be different than our referral business.

Transfer Agent.

                  Our transfer agent is:

                           Pacific Stock Transfer Company
                           500 E. Warm Springs, Suite 240
                           Las Vegas, Nevada 89119
                           (702) 361-3033
                           (702) 433-1979 (fax)

CUSIP Number.

                  Our CUSIP number is 74268L 10 5

Shares Eligible for Sale.

                  As of the date of this report, all of the issued and
outstanding shares of the Company's Common Stock held by non-affiliates, are
eligible for sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule.

                  In general, under Rule 144, a person (or persons whose shares
are aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

         In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11), if six conditions are met:

         (1)      Current public information must be available about the issuer
                  unless sales are limited to those made by nonaffiliates after
                  two years.


                                       20


<PAGE>


         (2)      When restricted securities are sold, generally there must be a
                  one-year holding period.

         (3)      When either restricted or nonrestricted securities are sold by
                  an affiliate after one year, there are limitations on the
                  amount of securities that may be sold; when restricted
                  securities are sold by non-affiliates between the first and
                  second years, there are identical limitations; after two
                  years, there are no volume limitations for resales by
                  non-affiliates.

         (4)      Except for sales of restricted securities made by
                  nonaffiliates after two years, all sales must be made in
                  brokers' transactions as defined in Section 4(4) of the
                  Securities Act of 1933, as amended, or a transaction directly
                  with a "market maker" as that term is defined in Section
                  3(a)(38) of the 1934 Act.

         (5)      Except for sales of restricted securities made by
                  nonaffiliates after two years, a notice of proposed sale must
                  be filed for all sales in excess of 500 shares or with an
                  aggregate sales price in excess of $10,000.

         (6)      There must be a bona fide intention to sell within a
                  reasonable time after the filing of the notice referred to in
                  (5) above.


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

Financial Condition.

                  We currently have cash of $8,500 and $10,575 in prepaid
expenses which constitutes our total assets.

                  We have had no revenues for the years ending May 31, 2003 and
May 31, 2002. During the year ending May 31, 2003, we incurred general, selling
and administrative expenses of $8,484 as compared to $494 for the year ended May
31, 2002 or an increase of $7,990.

                  Our web site has been accessed by visitors and we may have
sales pending. Our loss from inception through May 31, 2003 is $9,977. Without


                                       21


<PAGE>


the implementation of any marketing plan, our current "burn rate" is less than
$49 per month. Upon implementation of our marketing plan, we expect that our
"burn rate" will increase to approximately $800 per month. Not to exceed $500
per month will be expended for maintaining our web site and for the strategic
listing of our web site with major search engines. The balance of approximately
$300 will be utilized in connection with establishing reciprocal click-through
agreements with complementary web site and for the expenses of having us comply
with the federal securities laws.

                  The officers and directors have agreed to fund our "burn
rate," pay all offering expenses and expenses of having us comply with the
federal securities laws (and being a public company) and have orally agreed to
extend, if required, a "line of credit" in the amount of $10,000, without
interest, to implement our marketing plan. The line of credit expired on August
31, 2002. On October 1, 2002, the line of credit was reinstated and now expires
on April 30, 2004. As of the date hereof, no funds have been drawn down on the
line of credit. These agreements may not be enforceable.

                  Although we may need other additional financing, we have no
plans, proposals, arrangements or understandings with respect to the sale or
issuance of additional securities or the obtaining of additional loans or
financial accommodations.
                  As we are deemed to be a development stage company, we have a
net loss and may not be profitable in the future. If we do not achieve any
revenue growth sufficient to absorb our planned expenditures, we could
experience additional losses in future periods.

                  Over the next twelve months, we plan to market our web site
and we will do domain registration and web hosting sales. We will require
additional funds to market our web site. Our cost of maintaining the web site,
without any marketing costs and expense, should not exceed the sum of $49.00 per
month. We are obligated to Verio during the term of WARP agreement in connection
with this expense. The officers and directors have agreed to fund our "burn
rate," pay off all offering expenses and expenses of having us comply with the
federal securities laws (and being a public company) and have orally agreed to
extend, if required, a "line of credit" in the amount of $10,000, without
interest, to implement our marketing plan. Upon implementation of our marketing
plan, we expect that our "burn rate" will increase to approximately $800 per


                                       22


<PAGE>


month. Not to exceed $500 per month will be expended for maintaining our web
site and for the strategic listing of our web site with major search engines.
The balance of approximately $300 will be utilized in connection with
establishing reciprocal click-through agreements with complementary web site and
for the expenses of having us comply with the federal securities laws. If
adequate funds are not available to us, we believe that our business development
will be adversely affected.

                  Our objective will be to market the web site upon full
completion of its development - after we feel it is no longer "under
construction." This marketing strategy is subject to our having sufficient
funding to carry out our plan which will include the following elements:

                  1.       Strategic listing of our web site with major search
                           engines in order to increase the visibility of our
                           web site when users enter applicable keywords, such
                           as "domain registration" and "web site hosting," with
                           major search engines. We believe that many of the
                           people looking for information concerning domain
                           registration and web site hosting will enter those
                           keywords with major search engines in order to find
                           relevant web sites. Our objective will be to ensure
                           that our site is frequently cited by major search
                           engines when these keywords are searched; and

                  2.       Reciprocal click-through agreements with
                           complementary web sites who are prepared to allow us
                           to place links to our web site on their web sites in
                           consideration for us permitting a reciprocal link to
                           their web site on our web site.

                  The exact nature of our marketing plan will depend on a number
of factors, including the availability of funds to implement our marketing plan
and internet marketing conditions and practices at the time we complete
development of our web site. We may pursue different marketing strategies from
the marketing strategies listed above.

                  Until such time as we market our web site, if ever, we may not
have revenues from our operations. We anticipate that if our web site is
properly marketed, we will generate revenues from the sale of domain
registration and web hosting sales. There is no assurance that we will be


                                       23


<PAGE>


successful in selling our services on our web site. We have no other sources of
revenue. As such, if we are not successful in this regard, we will be unable to
achieve revenues under our current business plan.

                  We do not anticipate significant research and development
expenses over the next twelve months. We do not expect to purchase or sell any
plant and significant equipment or make any significant changes in the number of
employees over the next twelve months.

                  We will continue to carefully control our expenses as we move
forward with the implementation of our business plan.

                  The Company has neither considered nor conducted any research
concerning qualitative and quantitative market risk.

                  In October 2001, the Financial Accounting Standards Board
(FASB) issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," but retains many of its fundamental provisions. Additionally, this
statement expands the scope of discontinued operations to include more disposal
transactions. SFAS No. 144 was adopted by the Company for the fiscal year ended
December 31, 2002. The Company believes that the adoption of this standard will
have no material impact on its financial statements

                  In July 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" ("SFAS 146"). This Statement
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This Statement requires that a liability for costs associated
with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred. This pronouncement is effective for
exit or disposal activities that are initiated after December 31, 2002.

                  In November 2002, the FASB issued Interpretation No. 45 (FIN
45), Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. The Interpretation


                                       24


<PAGE>


expands on the accounting guidance of FAS 5, Accounting for Contingencies, FAS
57, Related Party Disclosures, and FAS 107, Disclosures about Fair Value of
Financial Instruments, and incorporates without change the provisions of FIN 34,
Disclosure of Indirect Guarantees of Indebtedness of Others, an interpretation
of FASB Statement No. 5, which is being superseded. FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees,
such as standby letters of credit. It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value, or market value, of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual financial statements.
FIN 45 will be effective to the Company on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company believes that the
adoption of this standard will have no material impact on its financial
statements.
                  In December 2002, the FASB issued Statement of Financial
Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation,
Transition and Disclosure." SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. SFAS No. 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS No. 148 requires disclosure of the pro-forma
effect in interim financial statements. The transition and annual disclosure
requirements of SFAS No. 148 are effective for fiscal years ended after December
15, 2002. The interim disclosure requirements are effective for interim periods
beginning after December 15, 2002. The Company believes that the adoption of
this standard will have no impact on its financial statements.

                  In January 2003, the Financial Accounting Standards Board
issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities
("FIN 46"). Under that interpretation, certain entities known as "Variable
Interest Entities" ("VIE") must be consolidated by the "primary beneficiary" of
the entity. The primary beneficiary is generally defined as having the majority
of the risks and rewards arising from the VIE. For VIE's in which a significant
(but not majority) variable interest is held, certain disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements


                                       25


<PAGE>


issued after January 31, 2003, if it is reasonably possible that as of the
transition date: (1) the Company will be the primary beneficiary of an existing
VIE that will require consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs created after January 31, 2003, are immediately subject to the
consolidation guidance in FIN 46. The measurement principles of this
interpretation will be effective for the Company's 2003 financial statements.
The Company does not have any entities that require disclosure or new
consolidation as a result of adopting the provisions of FIN 46.

                  During April 2003, the Financial Accounting Standards Board
("FASB") issued Statement of Accounting Standards ("SFAS") No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities," which amends
and clarifies financial accounting and reporting for certain derivative
instruments. We do not anticipate the adoption of this statement to have any
impact on our financial statements, as we are not currently a party to
derivative financial instruments included in this standard.

                  During May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," which establishes standards for the classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. We do not anticipate the adoption of this statement to have any impact
on our financial statements, as we are not currently a party to such instruments
included in this standard.


                                       26


<PAGE>


ITEM 7.           FINANCIAL STATEMENTS.





                           PRO-ACTIVE SOLUTIONS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  MAY 31, 2003
                                  MAY 31, 2002







<PAGE>





                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS







INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS                                                         F-1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Income                                                      F-3

   Statements of Stockholders' Equity                                        F-4

   Statements of Cash Flows                                                  F-5

   Notes to Financial Statements                                           F-6-8
________________________________________________________________________________















<PAGE>






                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Pro-Active Solutions, Inc.
Las Vegas, Nevada


I have audited the accompanying balance sheet of Pro-Active Solutions, Inc. (A
Development Stage Company) as of May 31, 2003 and 2002 and the related
statements of income, stockholders' equity, and cash flows for the years then
ended and the period January 14, 2000 (inception) through May 31, 2003. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pro-Active Solutions, Inc. (A
Development Stage Company) as of May 31, 2003 and 2002 and the results of its
operations and cash flows for the years then ended and the period January 14,
2000 (inception) through May 31, 2003, 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 5 to the
financial statements, the Company has no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 5. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



Kyle L. Tingle, CPA, LLC


June 28, 2003
Henderson, Nevada


                                      F-1


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                          May 31,       May 31,
                                                             2003          2002
                                                         ________      ________


                                     ASSETS

 CURRENT ASSETS
      Cash                                               $  8,500      $  8,500
      Prepaid expenses                                   $  7,875      $ 10,575
                                                         ________      ________

             Total current assets                        $ 16,375      $ 19,075
                                                         ________      ________

                    Total assets                         $ 16,375      $ 19,075
                                                         ========      ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
      Accounts payable                                   $      0      $    500
      Officers advances                                    15,215         6,552
                                                         ________      ________

             Total current liabilities                   $ 15,215      $  7,052
                                                         ________      ________


 STOCKHOLDERS' EQUITY
      Common stock: $.001 par value;
         authorized 25,000,000 shares;
         issued and outstanding:
         2,200,000 shares at May 31, 2002:               $             $  2,200
         2,200,000 shares at May 31, 2003;                  2,200
      Additional paid in capital                           19,800        19,800
      Accumulated deficit during development stage        (20,840)       (9,977)
                                                         ________      ________

             Total stockholders' equity                  $  1,160      $ 12,023
                                                         ________      ________

                    Total liabilities and
                    stockholders' equity                 $ 16,375      $ 19,075
                                                         ========      ========


                 See Accompanying Notes to Financial Statements.


                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


                                                                                         Jan. 14, 2000
                                           Year Ended     Year Ended     Year Ended     (inception) to
                                              May 31,        May 31,        May 31,            May 31,
                                                 2003           2002           2001               2003
                                           __________     __________     __________     ______________
<S>                                        <C>            <C>            <C>              <C>

Revenues                                   $        0     $        0     $        0       $        0

Cost of revenue                                   588            874              0              874
                                           __________     __________     __________       __________

           Gross loss                      $     (588)    $     (874)    $        0       $   (1,462)
General, selling and
   administrative expenses                     10,275          8,484            494           19,378
                                           __________     __________     __________       __________

           Operating loss                  $  (10,863)    $   (9,358)    $     (494)      $  (20,840)

Nonoperating income (expense)                       0              0              0                0
                                           __________     __________     __________       __________

           Net loss                        $  (10,863)    $   (9,358)    $     (494)      $  (20,840)
                                           ==========     ==========     ==========       ==========


           Net loss per share, basic
           and diluted                     $    (0.00)    $    (0.00)    $    (0.00)      $    (0.01)
                                           ==========     ==========     ==========       ==========

           Average number of shares
           of common stock outstanding      2,200,000      2,200,000      2,200,000        2,200,000
                                           ==========     ==========     ==========       ==========


See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-3


<PAGE>

<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                        Accumulated
                                                                          (Deficit)
                                   Common Stock          Additional          During
                              ______________________        Paid-In     Development
                                Shares       Amount         Capital            Stage      Total
                              __________     _______     __________     ___________      _________
<S>                            <C>           <C>          <C>            <C>             <C>

Sale of 2,200,000 shares,
   March 5, 2000               2,200,000     $ 2,200      $ 19,800       $               $  22,000

Net loss, May 31, 2000                                                        (125)           (125)
                              __________     _______      ________       _________       _________

Balance, May 31, 2000          2,200,000     $ 2,200      $ 19,800       $    (125)      $  21,875

Net loss, May 31, 2001                                                        (494)           (494)
                              __________     _______      ________       _________       _________

Balance, May 31, 2001          2,200,000     $ 2,200      $ 19,800       $    (619)      $  21,381

Net loss, May 31, 2002                                                      (9,358)         (9,358)
                              __________     _______      ________       _________       _________

Balance, May 31, 2002          2,200,000     $ 2,200      $ 19,800       $  (9,977)      $  12,023

Net loss, May 31, 2003                                                     (10,863)        (10,863)
                              __________     _______      ________       _________       _________

Balance, May 31, 2003          2,200,000     $ 2,200      $ 19,800       $ (20,840)      $   1,160
                              ==========     =======      ========       =========       =========


See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-4


<PAGE>

<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                                    Jan. 14, 2000
                                                      Year Ended     Year Ended     Year Ended     (inception) to
                                                         May 31,        May 31,        May 31,            May 31,
                                                            2003           2002           2001               2003
                                                      __________     __________     __________     ______________
<S>                                                    <C>            <C>            <C>             <C>

Cash Flows From Operating Activities
    Net loss                                           $ (10,863)     $ (9,358)      $    (494)      $ (20,840)
    Adjustments to reconcile net (loss) to cash
    (used in) operating activities:
    Changes in assets and liabilities
    (Increase) decrease in prepaid expenses                2,700         2,700         (13,275)         (7,875)
    Increase (decrease) in accounts payable                 (500)          500               0               0
    Increase in officer payable                            8,663         6,158             269          15,215
                                                       _________      ________       _________       _________

         Net cash (used in) operating
            activities                                 $       0      $      0       $ (13,500)      $ (13,500)
                                                       _________      ________       _________       _________

Cash Flows From Investing Activities                   $       0      $      0       $       0       $       0
                                                       _________      ________       _________       _________

Cash Flows From Financing Activities
         Issuance of common stock                      $       0      $      0       $       0       $  22,000
                                                       _________      ________       _________       _________

         Net cash provided by financing
            activities                                 $       0      $      0       $       0       $  22,000
                                                       _________      ________       _________       _________

         Net increase (decrease) in cash
            and cash equivalents                       $       0      $      0       $ (13,500)      $   8,500

Cash and cash equivalents,
    beginning of period                                    8,500         8,500          22,000               0
                                                       _________      ________       _________       _________
Cash and cash equivalents, end of period               $   8,500      $  8,500       $   8,500       $   8,500
                                                       =========      ========       =========       =========


See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-5


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Pro-Active Solutions,  Inc. ("Company") was organized January 14, 2000 under the
laws of the State of  Nevada.  The  Company  currently  has  limited  operations
through an agreement with Verio,  Inc. The Company acts as a referral source for
domain registration and web hosting provided by Verio. Due to the limited nature
of the  operations,  and, in accordance  with Statement of Financial  Accounting
Standard  (SFAS)  No.  7,   "ACCOUNTING  AND  REPORTING  BY  DEVELOPMENT   STAGE
ENTERPRISES," is considered a development stage company.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

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

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents as of May 31, 2003 and 2002.

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting.  Temporary  differences  are the  differences  between  the  reported
amounts of assets and liabilities  and their tax basis.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  Deferred  tax assets and  liabilities  are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets," which
supersedes  SFAS  No.  121,  "Accounting  for  the  Impairment  or  Disposal  of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," but retains many
of its fundamental provisions. Additionally, this statement expands the scope of
discontinued operations to include more disposal transactions.  SFAS No. 144 was
adopted by the Company for the fiscal year ended  December 31, 2002. The Company
believes that the adoption of this standard will have no material  impact on its
financial statements.


                                      F-6


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities"  ("SFAS  146").  This  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This
Statement  requires  that a  liability  for  costs  associated  with  an exit or
disposal  activity be recognized and measured  initially at fair value only when
the liability is incurred.  This pronouncement is effective for exit or disposal
activities that are initiated after December 31, 2002.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS") No. 148,  "Accounting  for  Stock-Based  Compensation,  Transition  and
Disclosure."  SFAS No. 148  provides  alternative  methods of  transition  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  SFAS No. 148 also requires that  disclosures of the pro
forma  effect  of using the fair  value  method of  accounting  for  stock-based
employee  compensation  be displayed more  prominently  and in a tabular format.
Additionally,  SFAS No.  148  requires  disclosure  of the  pro-forma  effect in
interim financial statements.  The transition and annual disclosure requirements
of SFAS No. 148 are  effective  for fiscal years ended after  December 15, 2002.
The interim disclosure  requirements are effective for interim periods beginning
after December 15, 2002. The Company believes that the adoption of this standard
will have no material impact on its financial statements.

In November 2002, the FASB issued  Interpretation  No. 45 (FIN 45),  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others.  The  Interpretation  expands  on  the
accounting  guidance of FAS 5,  Accounting  for  Contingencies,  FAS 57, Related
Party  Disclosures,  and FAS 107,  Disclosures  about  Fair  Value of  Financial
Instruments,   and  incorporates  without  change  the  provisions  of  FIN  34,
Disclosure of Indirect  Guarantees of Indebtedness of Others,  an interpretation
of FASB  Statement  No. 5, which is being  superseded.  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees,
such as standby letters of credit.  It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value,  or market value,  of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual  financial  statements.
FIN 45 will be effective  to the Company on a  prospective  basis to  guarantees
issued or modified  after  December  31,  2002.  The Company  believes  that the
adoption  of  this  standard  will  have no  material  impact  on its  financial
statements.

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation  No. 46,  Consolidation of Variable Interest Entities ("FIN 46").
Under  that  interpretation,   certain  entities  known  as  "Variable  Interest
Entities"  ("VIE")  must be  consolidated  by the "primary  beneficiary"  of the
entity.  The primary  beneficiary is generally defined as having the majority of
the risks and rewards  arising  from the VIE.  For VIE's in which a  significant
(but not majority) variable interest is held, certain  disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued  after  January 31, 2003,  if it is  reasonably  possible  that as of the
transition date: (1) the Company will be the primary  beneficiary of an existing
VIE that will require  consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs  created  after  January  31,  2003,   are   immediately   subject  to  the
consolidation   guidance  in  FIN  46.  The   measurement   principles  of  this
interpretation will be effective for the Company's 2003


                                      F-7


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

financial  statements.  The  Company  does not have any  entities  that  require
disclosure or new  consolidation  as a result of adopting the  provisions of FIN
46. In November 2002, the "EITF" reached a consensus on EITF 00-21,  "Accounting
for Revenue  Arrangements  with Multiple  Deliverables."  EITF 00-21 establishes
criteria for whether revenue on a deliverable can be recognized  separately from
other deliverables in a multiple deliverable arrangement.  The criteria consider
whether the delivered item has  stand-alone  value to the customer,  whether the
fair value of the delivered  item can be reliably  determined  and the rights of
returns for the delivered item.  EITF 00-21 is effective for revenue  agreements
entered into in fiscal years  beginning  after June 15, 2003 with early adoption
permitted.  The Company believes that the adoption of this standard will have no
material impact on its financial statements.

NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized  common stock of the Company  consists of 25,000,000  shares with
par value of $0.001. On March 5, 2000, the Company  authorized and issued 22,000
shares of its no par value common stock in consideration of $22,000 in cash.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128,  "EARNINGS PER
SHARE." The  weighted-average  number of common shares  outstanding  during each
period  is used to  compute  basic  loss per  share.  Diluted  loss per share is
computed  using the weighted  averaged  number of shares and dilutive  potential
common shares  outstanding.  Dilutive  potential  common  shares are  additional
common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common stock  outstanding of 2,200,000  during the years ended May 31,
2003, 2002, and since inception.  As of May 31, 2003, 2002, and since inception,
the Company had no dilutive potential common shares.


                                      F-8


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002


NOTE 3.  INCOME TAXES

There is no provision for income taxes for the period ended May 31, 2003, due to
the net loss and no state  income  tax in  Nevada,  the  state of the  Company's
domicile and  operations.  The Company's  total deferred tax asset as of May 31,
2003 is as follows:

                  Net operating loss carry forward     $  20,840
                  Valuation allowance                  $ (20,840)
                                                       _________
                  Net deferred tax asset               $       0

The net federal  operating  loss carry forward will expire in 2020 through 2023.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.

NOTE 4.  CONTRACTS AND AGREEMENTS

On May 22, 2001, the Company entered into a Web Agent Agreement with Verio, Inc.
The Company became a referral  partner and hosts a web site to direct  customers
to the web  hosting  and  registration  services  of Verio.  The  non-cancelable
agreement  requires  a payment  obligation  of $75 per month for a period of two
years.  The contract  allows for three one-year  extensions by notifying  Verio,
Inc. in writing not more than 180 and not less than 90 days from the  expiration
of the current  contract.  The Company  intends to  exercise  these  extensions.
Effective May 22, 2002,  Verio adjusted the contract to a minimum monthly fee of
$49. The minimum future contract payments are:

                  Year End          Contract
                  May 31,           Payment

                    2004            $   588
                    2005                588
                    2006                539
                                    _______
                  Total future
                  Obligations       $ 1,715
                                    =======

On May 1,  2001,  the  Company  retained a legal  firm,  prepaying  $13,500  for
services  related  to  this  contract.  Services  are  to be  provided  for  the
three-year term and two one-year  renewal  periods.  Services include paying the
monthly  fees to Verio,  Inc.  and  reviewing  the  performance  of the  Company
website.  The fee is  non-refundable  and no additional fees will be required in
the normal  course of  business  for these  services.  If these costs were for a
one-time  performance  or start-up of services for the new products  provided by
the  Company,  they would be  currently  expensed as required  by  Statement  of
Position  98-5  "REPORTING  ON THE  COSTS  OF  START-UP  ACTIVITIES.  Due to the
continuing  nature of the  performance  required by the  contract,  this fee not
considered a start-up cost and is amortized over the life of the contract,  with
extensions.


                                      F-9


<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2003 AND 2002


NOTE 5.  GOING CONCERN

The Company's  financial  statements  are prepared in accordance  with generally
accepted accounting  principles applicable to a going concern. This contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of business.  Currently,  the Company does not have  significant  cash of
other  material  assets,  nor does it have  operations  or a source  of  revenue
sufficient  to cover its  operation  costs and allow it to  continue  as a going
concern.  Until  the  Company  has  sufficient  operations,   the  stockholders,
officers,  and directors have committed to advancing the operating  costs of the
company.

NOTE 6.  RELATED PARTY TRANSACTIONS

The  Company  neither  owns  nor  leases  any  real or  personal  property.  The
registered  agent of the corporation  provides  office services  without charge.
Such costs are immaterial to the financial statements and accordingly,  have not
been reflected therein.  The officers and directors for the Company are involved
in other business  activities and may, in the future,  become  involved in other
business  opportunities.  If a specific business  opportunity becomes available,
such  persons  may face a conflict  in  selecting  between the Company and their
other  business  interest.  The  Company  has not  formulated  a policy  for the
resolution of such conflicts.

The Company established a policy that "transactions  between the Company and its
officers,   directors  or  five  percent  shareholders,   and  their  respective
affiliates,  will be on terms no less  favorable than those terms which could be
obtained from unaffiliated  third parties and said transactions will be approved
by a majority of the independent and disinterested directors."

NOTE 7.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.


                                      F-10


<PAGE>


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

                  There have been no changes or any disagreements with the
accountants or the accountant's findings.

ITEM 8A.          CONTROLS AND PROCEDURES.

                  The Company, under the supervision and with the participation
of the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
as of May 31, 2003 to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

                  There were no changes in the Company's internal control over
financial reporting during the Company's fiscal period ended May 31, 2003 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                       27


<PAGE>


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

Directors, Officers, Promoters and Control Persons.

                  The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until their successors
have been elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:

                          Name               Ages          Position
                  ______________________     ____      ____________________

                  Anita T. Panganiban         48       President/Director
                  6994 27th Street
                  Riverside, CA 92509

                  Carol Suzanne Collins       40       Secretary/Treasurer/
                  13743 San Antonio Ave.               Director
                  Chino, CA 91710

                  Robert Lee Collins          41       Director
                  13743 San Antonio Ave.
                  Chino, CA 91710

                  Anita T. Panganiban, Carol Suzanne Collins and Robert Lee
Collins will serve as the directors until our next annual shareholder meeting to
be held within 120 days after the close of our fiscal year's or until a
successor is elected who accepts the position. Directors are elected for
one-year terms.

                  ANITA T. PANGANIBAN

                  From 1993 to the present, Ms. Panganiban has been the District
Supervisor for Lablex, Inc. Ms. Panganiban is responsible for sales, marketing
and distribution of clothing labels in the Southern California region. Lablex,
Inc. produces and distributes labels for clothing manufactures worldwide.

                  CAROL SUZANNE COLLINS

                  From 1986 to the present, Ms. Collins has been the
Co-Owner/Office Manager for Collins Industries, Inc. Ms. Collins is responsible
for daily administrative and financial functions of a family owned machine shop
and precision tooling business.


                                       28


<PAGE>


                  ROBERT LEE COLLINS

                  From 1986 to the present, Mr. Collins has been the
Co-Owner/Operations Manager for Collins Industries. Mr. Collins is responsible
for sales, manufacturing and production functions of a family owned machine shop
and precision tooling business.

                  Robert Lee Collins and Carol Suzanne Collins are husband and
wife. Except for this relationship, there are no other family relationships
between our officers and directors.

                  The officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholders' meeting
or until their death, resignation, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.

                  There are no agreements or understandings for any officer or
director of the Company to resign at the request of another person and none of
the officers or directors are acting on behalf of or will act at the direction
of any other person.

Section 16(a) Beneficial Ownership Reporting Compliance.

Compliance with Section 16(a).

                  We have checked the box provided on the cover page of this
Form to indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.


ITEM 10.          EXECUTIVE COMPENSATION.

                  No executive compensation has been paid since our inception.
We have paid no compensation or consulting fees to any of our officers or
directors and we are not a party to any employment agreements. We have made no
advances and no advances are contemplated to be made by us to any of our
officers or directors. We have no retirement, pension, profit sharing or stock
option plans or insurance or medical reimbursement plans covering our officers
and directors and we do not contemplate implementing any such plans. On March 5,
2000, Anita T. Panganiban was appointed as our president, along with the other
officers. Although each of the officers are technically employees, except for
Anita T. Panganiban, none of the officers spent more than two hours per month
developing our business. No value has been assigned to any of the services
performed by our officers (employees) and no compensation will be awarded to,
earned by, or paid to these officers. Anita T. Panganiban is now the only
officer who serves as an employee and is the only person who provides services
to us in connection with the implementation of our plan of operation. We do
contemplate, however, that any officer and director will be entitled to
reimbursement for out of pocket expenditures for activities on our behalf. There
are no transactions between us and any third party wherein the purpose of the
transaction is to furnish compensation to any of our officers and directors. We
do not anticipate any compensation to be paid to any officer and director for
the fiscal year ended May 31, 2003.

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

Security Ownership of Certain Beneficial Owners.

                  The following table sets forth the security and beneficial
ownership for each class of equity securities of the Company for any person who
is known to be the beneficial owner of more than five (5%) percent of our
Company.


                                       29


<PAGE>


                  Name and                     Amount and
                  Address of                   Nature of
                  Beneficial                   Beneficial    Percent
Title of Class      Owner                        Owner       of Class
________________________________________________________________________________

Common            Anita T. Panganiban            550,000      25.0%
                  6994 27th Street
                  Riverside, CA 92509

Common            Carol Suzanne Collins /1/      550,000      25.0%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            Robert Lee Collins /1/         350,000      15.9%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            All Officers and             1,450,000      65.9%
                  Directors as a Group
                  (three [3] individuals)
__________________

/1/      Robert Lee Collins and Carol Suzanne Collins are husband and wife. The
         beneficial interest of each is imputed to the other; accordingly,
         Robert Lee Collins and Carol Suzanne Collins, owns, directly or
         beneficially, an aggregate of 900,000 shares or 40.9% of the issued and
         outstanding shares of the Company.

Security Ownership of Management.

                  The following table sets forth the ownership for each class of
equity securities of the Company owned beneficially and of record by all
directors and officers of our Company.

                  Name and                     Amount and
                  Address of                   Nature of
                  Beneficial                   Beneficial    Percent
Title of Class      Owner                        Owner       of Class
________________________________________________________________________________

Common            Anita T. Panganiban            550,000      25.0%
                  6994 27th Street
                  Riverside, CA 92509


                                       30


<PAGE>


Common            Carol Suzanne Collins /1/      550,000      25.0%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            Robert Lee Collins 1/          350,000      15.9%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            All Officers and             1,450,000      65.9%
                  Directors as a Group
                  (three [3] individuals)

__________________

/1/      Robert Lee Collins and Carol Suzanne Collins are husband and wife. The
         beneficial interest of each is imputed to the other; accordingly,
         Robert Lee Collins and Carol Suzanne Collins, owns, directly or
         beneficially, an aggregate of 900,000 shares or 40.9% of the issued and
         outstanding shares of the Company.



ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

                  Anita T. Panganiban has orally agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended, provided that she is an officer and director of the
Company when the obligation is incurred. All such funding will be in the form of
a demand loan. All advances are interest-free.

                  In addition to Anita T. Panganiban, each of the other officers
and directors also agreed to pay the expenses of having us comply with the
federal securities laws. These costs and expenses include, but are not limited
to, legal costs and accounting costs incident to the filing of required
documents and shareholder communications.

                  In addition, on or before April 30, 2004, our officers and
directors have agreed to fund the line of credit in the amount of $10,000.
Principal will be payable two years after the date of the first disbursement of
funds to us and the obligation will be non-interest bearing and will be


                                       31


<PAGE>


evidenced by a promissory note. Our officers and directors have also agreed to
fund our "burn rate" and our federal securities compliance expenses which will
also be evidenced by a non-interest bearing promissory note, all due and payable
on May 21, 2004, or one year after the termination of the Warp program with
Verio, whichever is later. The total future obligations under the Warp program
through the year ended May 31, 2006, if the contract is extended is $1,715.


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

                  There are no reports on Form 8-K incorporated herein by
reference.

                  The following documents are filed as part of this report:

                  23.1      Consent of Kyle L. Tingle, CPA.

                  31.1      Section 302 Certification - CEO

                  31.2      Section 302 Certification - CFO

                  32.1      Section 906 Certification - CEO

                  32.2      Section 906 Certification - CFO

ITEM 14.          CONTROLS AND PROCEDURES [SEE ITEM 8A].

ITEM 15.          PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit fees.

                  During fiscal 2003 and fiscal 2002, the aggregate fees billed
or estimated to be billed to us for professional services rendered by Kyle L.
Tingle for the audit of our annual financial statements, review of financial
statements included in our Form 10-QSBs or services normally provided by our
accountants in connection with statutory and regulatory filings or engagements
were $2,000 and $2,350, respectively.

Audit related fees.

                  During fiscal 2003 and fiscal 2002, the aggregate fees billed
to us or estimated to be billed to us for assurance and related services by Kyle
L. Tingle that were reasonably related to the performance of the audit or review
of our financial statements and are not reported under "Audit Fees" above were
$0 and $0, respectively.


                                       32



<PAGE>


Tax fees.

                  During fiscal 2003 and fiscal 2002, the aggregate fees billed
to us for professional services rendered by Kyle L. Tingle for tax compliance,
tax advice, and tax planning were $75 and $75, respectively. The nature of the
services provided consisted in both years of tax return preparation and
consulting.

All other fees.

                  During fiscal 2003 and fiscal 2002, there were no fees billed
to us for any other products or services provided by Kyle L. Tingle, other than
the services reported above.

Audit Committee and Other Committees.

                  As of May 31, 2003 our board of directors had not established
an audit committee.

                  We recognize that an audit committee, when established, will
play a critical role in our financial reporting system by overseeing and
monitoring management's and the independent auditors' participation in the
financial reporting process.

                  Until such time as an audit committee has been established,
the board of directors will continue to undertake those tasks normally
associated with an audit committee to include, but not by way of limitation, the
(i) review and discussion of the audited financial statements with management,
and (ii) discussions with the independent auditors the matters required to be
discussed by the Statement On Auditing Standards No. 61, as may be modified or
supplemented.


                                   SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 29, 2003               PRO-ACTIVE SOLUTIONS, INC.



                                    By: /s/ ANITA T. PANGANIBAN
                                        ________________________________________
                                            Anita T. Panganiban
                                            President

                  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 capacities and on the dates indicated.

Date: August 29, 2003               By: /s/ ANITA T. PANGANIBAN
                                        ________________________________________
                                            Anita T. Panganiban
                                            President and Director


Date: August 29, 2003               By: /s/ CAROL SUZANNE COLLINS
                                        ________________________________________
                                            Carol Suzanne Collins
                                            Chief Financial Officer,
                                            Treasurer and Director


Date: August 29, 2003               By: /s/ ROBERT LEE COLLINS
                                        ________________________________________
                                            Robert Lee Collins
                                            Director


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