U. S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended: December 31, 2002

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

       For the transition period from _______________ to ________________

Commission File No.: 000-30969
                     ---------


                          OneSource Technologies, Inc.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)


           Delaware                                     65-0691963
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


    7419 East Helm Drive
    Scottsdale, Arizona                                                 85260
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number: (800) 279-0859
                            -------------.

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

      Title of each class                         Name of each exchange on which
      to be so registered                         each class to be registered
             None                                              None
----------------------------------------          ------------------------------


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

                         Common Stock, $0.001 par value
                   ------------------------------------------
                                (Title of class)


                        Copies of Communications Sent to:
                              Blume Law Firm, P.C.
                     11811 North Tatum Boulevard, Suite 1025
                             Phoenix, AZ 85028-1699
                    Tel: (602) 494-7976 Fax: (602) 494-731371
                    -----------------------------------------

<PAGE>

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State registrant's revenues for its most recent fiscal year. $2,958,871

     The   aggregate   market  value  of  the  voting   common  equity  held  by
non-affiliates  as of  March 24,  2003 was  $360,587.17  based  upon  26,853,317
shares  outstanding of which 16,390,326 was held by  non-affiliates  and a share
price of $0.022. No non-voting common equity is outstanding.


Item 1: Description of Business:

a) Development

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-KSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                                        2
<PAGE>

     OneSource Technologies, Inc. ("the Company" or "OneSource") is incorporated
in the state of Delaware.  The Company was originally  incorporated as LW Global
(U.S.A.),  Inc.  in  September  1996.  The  Company  changed  its  name to Micor
Technologies, Inc. in July 1997 and then finally to OneSource Technologies, Inc.
in August 1997. The Company had little or no operations until July 1997 when the
Company entered into a reverse merger  transaction  wherein it issued  8,500,000
shares of stock in  exchange  for one hundred  percent  (100%) of the issued and
outstanding  shares of Micor.  Micor started business in 1984 as a small banking
equipment  sales  and  service  company  and was  incorporated  in 1990 as Micor
Financial  Systems,  Inc.  Its name was changed to Micor  Technologies,  Inc. in
December 1994 and finally to OneSource Technologies, Inc in August 1997.

     Its  executive  offices  are  presently  located  at 7419 East Helm  Drive,
Scottsdale,  AZ 85260.  Its telephone number is (800) 279-0859 and its facsimile
number is (480) 889-1166.

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  thereunder  ("Rule
506") for recent  issuances of its  unregistered  securities.  In each instance,
such  reliance  was based upon the fact that (i) the  issuance of the shares did
not involve a public  offering,  (ii) there were no more than  thirty-five  (35)
investors (excluding "accredited investors"), (iii) each investor who was not an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

     The  facts  upon  which  the  Company  relied  upon for an  exemption  from
registration  for the  sales of  securities  in the  State of  Arizona,  Section
14-4-140 of the Arizona Code are: (i) offers by the issuer were made only by the
Company's  employees,  officers  and  directors  who were not  retained  for the
primary  purpose of making  offers;  (ii) the sale of securities  did not exceed
$1,000,000;  (iii) the  Company  was not a  development  stage  company  with no
specific  business plan or a development  stage company that has indicated  that
its business plan is to engage in a merger or acquisition  with an  unidentified
company or companies, or other entity or person; (iv) offers specified that they
would  be made  only  to  accredited  investors  and  sales  were  made  only to
accredited  investors;  (v) a legend was placed on all offering  documents;  and
(vi) the  issuer,  any of its  predecessors,  affiliates,  directors,  officers,
beneficial  owners  of ten  (10)  percent  or more of any  class  of its  equity
securities did not fall within the disqualification provisions.

     In December  2001,  the Company's  directors,  at a meeting of the Board of
Directors,  approved the issuance of options to purchase shares of the Company's
common stock. Thomas E. Glasgow, the Company's current Chairman, Jerry Washburn,
the  Company's  current  President,  CEO,  Director  and  acting  Secretary  and
Treasurer and Donald Gause, a former Director of the Company,  received  options
to purchase  1,700,000,  200,000 and 100,000 shares of the Company's  restricted
common  stock at an exercise  price of $0.03 per share for a period of three (3)
years,  respectively.  The  directors  also  rescinded  approval  of a  previous
issuance of 500,000  shares of the Company's  common stock to Thomas E. Glasgow.
For such  offering,  the  Company  relied  upon the 506  Exemption  and  Section
14-4-140 of the Arizona Code. See Part I, Item 1. "Description of Business - (b)
Business  of  Registrant  -  Employees  and  Consultants";  Part  III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

                                        3
<PAGE>

     The  facts  upon  which  the  Company  relied  upon for an  exemption  from
registration  for the  sales of  securities  in the  State of  Arizona,  Section
14-4-140 of the Arizona Code are: (i) offers by the issuer were made only by the
Company's  employees,  officers  and  directors  who were not  retained  for the
primary  purpose of making  offers;  (ii) the sale of securities  did not exceed
$1,000,000;  (iii) the  Company  was not a  development  stage  company  with no
specific  business plan or a development  stage company that has indicated  that
its business plan is to engage in a merger or acquisition  with an  unidentified
company or companies, or other entity or person; (iv) offers specified that they
would  be made  only  to  accredited  investors  and  sales  were  made  only to
accredited  investors;  (v) a legend was placed on all offering  documents;  and
(vi) the  issuer,  any of its  predecessors,  affiliates,  directors,  officers,
beneficial  owners  of ten  (10)  percent  or more of any  class  of its  equity
securities did not fall within the disqualification provisions.

     Between  January 2002 and the filing of this report,  390,000 shares of the
Company's  restricted  common  stock  were  issued  to two (2)  individuals  for
settlement of outstanding  notes  payable,  to one (1) individual for consulting
services and the  Company's  legal  counsel for legal  services on behalf of the
Company.  For  such  issuances,  the  Company  relied  upon  the  506  Exemption
Federally,  Section  14-4-140  of the  Arizona  Code for the  State  of  Arizona
exemption and Section  517.061(11)  of the Florida Code for the State of Florida
exemption.  See Part I, Item 1.  "Description  of  Business  - (b)  Business  of
Registrant - Employees and Consultants.

     The  facts  upon  which  the  Company  relied  upon for an  exemption  from
registration  for the  sales of  securities  in the  State of  Arizona,  Section
14-4-140 of the Arizona Code are: (i) offers by the issuer were made only by the
Company's  employees,  officers  and  directors  who were not  retained  for the
primary  purpose of making  offers;  (ii) the sale of securities  did not exceed
$1,000,000;  (iii) the  Company  was not a  development  stage  company  with no
specific  business plan or a development  stage company that has indicated  that
its business plan is to engage in a merger or acquisition  with an  unidentified
company or companies, or other entity or person; (iv) offers specified that they
would  be made  only  to  accredited  investors  and  sales  were  made  only to
accredited  investors;  (v) a legend was placed on all offering  documents;  and
(vi) the  issuer,  any of its  predecessors,  affiliates,  directors,  officers,
beneficial  owners  of ten  (10)  percent  or more of any  class  of its  equity
securities did not fall within the disqualification provisions.

     The facts relied upon to make the Florida Exemption  applicable include the
following:  (i) sales of the  shares of common  stock were not made to more than
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares was  accomplished  by the  publication  of any  advertisement;  (iii) all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In the regard,  the Company supplied such information and was available for such
questioning.

     In  February  2002 at a meeting of the Board of  Directors,  the  Directors
granted the  issuance of 750,000  shares of its  unrestricted  (Form S-8) Common
Stock to Thomas  Glasgow for services as the acting Chief  Operating  Officer of
the Company during the year 2002.

                                        4
<PAGE>

     In  January  2002,  Donald E.  McIntyre  was  appointed  to the Board as an
outside  Director to fill the vacancy  created by the  resignation  of Donald C.
Gause.

     In July 2002 the Company  entered into a new lease with EJM  Development of
Santa Monica,  California  for the lease of it  headquarters  space at 7419 East
Helm Drive, Scottsdale, Arizona. The new lease was negotiated as a result of the
Company  reorganizing  into to a smaller space in that  facility.  The new lease
extends to the term of the original lease ending November 2004.  Under the terms
of the new lease the Company pays rent in the amount of $5,135 for the first six
(6) months, $5,280 for eleven (11) months and $5,425 until the end of the lease.

     In  October  2002 the  Company  entered  into a three (3) year lease for an
office warehouse facility in Denver in support of its Colorado  operations.  The
Company is  obligated  to pay $21,480 the first year  increasing  to $22,833 and
$23,826 in years two and three respectively.

     In September  2002 at a meeting of the Board of  Directors,  the  Directors
granted the  issuance  of 750,000  unrestricted  (Form S-8) common  stock to its
three  directors of the  Company,  (250,000  shares to each) to Thomas  Glasgow,
Jerry  Washburn  and Donald  McIntyre for services as Directors on behalf of the
Company during the year 2002.

     In October  2002 the  Company  engaged  Blume Law Firm,  P.C,  of  Phoenix,
Arizona as legal counsel replacing Mintmire & Associates of Palm Beach,  Florida
as corporate counsel.

     In December  2002 the Company  entered into an Agreement  with  GevityHR of
Tempe,   AZ,  as  the  Company's  PEO  for  all  employee  and  Human   Resource
responsibilities on behalf of the Company.

     In  January  2003 at a meeting  of the Board of  Directors,  the  Directors
appointed  Michael L.  Hirschey to the Board to fill the vacancy  created by the
resignations of Norman E. Clarke.

     In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
was terminated as the acting Chief Operating Officer and Director of the Company
and Jerry  Washburn  resigned as President  and Chief  Executive  Officer of the
Company but both  retained  their  Directorships  on behalf of the Company.  Mr.
Glasgow was  terminated as an officer for cause because of violations of certain
provisions of his employment agreement with the Company. At that same meeting of
the Board of  Directors,  Donald E.  McIntyre was elected  Chairman of the Board
succeeding  Mr.  Glasgow and Michael L. Hirschey was appointed  Chief  Executive
Officer  of the  Company  succeeding  Mr.  Washburn.  See  Part  III,  Item  10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

     See (b) "Business of Issuer"  immediately  below for a  description  of the
Company's business.

b) Business of Issuer.

General

     OneSource  is engaged in two  closely  related and  complimentary  lines of
business,  1) renewable contract equipment  maintenance services, 2) value added
equipment supply  distribution.  The Company is primarily  focused on 1) banking
and  financial  services  and 2) retail  industries  even though its service and
product  offerings  can be  readily  applied  in any  industry.  These  two  are
emphasized  because of the significantly  greater number of equipment items used
in  banking,   financial  service  and  retail  enterprises  compared  to  other
businesses.  Like companies in other industries,  banking and retail enterprises

                                        5
<PAGE>

use  large  numbers  of  general  business  equipment  items  such  as  copiers,
facsimiles,  PCs and peripherals,  but in addition they also utilize significant
quantities  of  industry  specific  machines  like  coin/currency  counting  and
handling  machines,  check processing and encoding equipment and ATMs in banking
and point-of-sale ("POS") scanner and register systems in the retail industry.

     The  Company's  customer  mix at the  end of 2002  and  2001  consisted  of
primarily banking (8% and 5% respectively) and retail (60% and 58% respectively)
companies located in Arizona,  California,  Colorado,  Nevada,  New Mexico,  and
Utah.  Approximately  sixty-seven percent (67%) and fifty-seven percent (57%) of
the Company's revenue was generated from five (5) customers through December 31,
2002 and 2001  respectively,  the  largest  of which  contributed  approximately
fifty-seven percent (57%) and forty-four (44%) respectively.

Maintenance Services

     OneSource has pioneered a patent  pending  "flat-rate  blanket  maintenance
service" approach in these industries covering a broad array of general business
and industry specific equipment. The Company's patent pending service program is
unique because it takes a "horizontal"  approach to equipment maintenance rather
than the typical  "vertical"  approach  traditionally  offered.  In doing so, it
creates wide based savings by being able to service multiple equipment items for
a flat fee,  which  constitutes  the basis for a package  pricing to  customers.
Equipment  Maintenance  service is  delivered  on-site to  customers  by Company
employed field service  technicians  operating  from their homes  throughout the
Company's  territorial  reach,  which presently  includes the states of Arizona,
northern California,  Colorado, Nevada, and New Mexico. All supporting services,
including call center  dispatching,  routing and control,  parts procurement and
logistics are centrally housed in the Company's  Arizona  corporate  facilities.
Communication and field service connectivity is realized through the utilization
of a number of communication  technology  devices,  e.g.,  wireless  telephones,
pagers, the Internet and Company Intranet services.

     For the twelve months ended  December 2002 and 2001,  Maintenance  revenues
constituted  approximately  Seventy-two  percent (72%) and  sixty-seven  percent
(67%) respectively of total consolidated revenues.

Installation Services

     The Company  acquired the technical  competencies via a 1999 acquisition to
undertake equipment installation  assignments at existing as well as prospective
customers.  The Company  intends to expand this  capability  throughout  all its
geographic  locations.  The Company's  customer  profile includes large regional
enterprises  and/or  divisions  of national  companies in the banking and retail
industries as these  companies  periodically  incur the need to "refresh"  their
equipment  installation  configurations  in the  face  of new  technologies  and
expansion.  These capabilities readily compliment the Company's  maintenance and
supplies operations by being able to support the customer base.

Supplies Distribution

     The Supplies segment is focused on delivering consumable equipment supplies
and part requirements to the Company's existing as well as prospective customers
on a  single-source  basis.  The Company is presently a supplier for a number of
equipment   consumable  supply  items,  e.g.,   ribbons,   toner,  and  OEM  and
remanufactured  toner  cartridges for copiers,  faxes and laser printers.  Since
toner cartridges represent the Company's largest demand, the Company acquired an
Arizona based high quality toner  cartridge  remanufacturing  company in 1999 in
order to expand the product distribution throughout the Company's customers.

                                        6
<PAGE>

Internet Services

     A number of the Company's products and services can be readily  distributed
and/or serviced via the Internet on both a retail consumer as well as a business
to business  ("B2B") basis. In this regard,  the Company  implemented an on-line
Internet  distribution  channel  to supply  and  distribute  its  remanufactured
printer and copier toner cartridge products.  Products are delivered via on-line
private catalogs within the site on a true Internet B2B basis.

Competition

     The Company faces competition from large,  well-established  companies with
considerably  greater financial,  marketing,  sales and technical resources than
those available to the Company,  including but not  necessarily  limited to IBM,
Diebold,  NCR, Unisys and others.  The Company's  training and services could be
rendered  obsolete or made  uneconomical  by the  development  of new  products,
technological  advances  or  pricing  actions  by one or more  of the  Company's
competitors.  One or more of such developments could materially adversely affect
the Company's business,  financial condition or results of operations. There can
be no assurance  that the Company will be able to compete  successfully  against
current or future  competitors  or that  competition  will not have an  material
adverse  effect on the  Company's  business,  financial  condition or results of
operations.

     The equipment sales and service industry as well as the equipment  supplies
industry  are  highly  competitive  and  consist  of  numerous  independent  and
competing   companies  large  and  small  throughout  the  Company's   operating
territory.  Any organization,  supplier, or equipment sales and service provider
is  technically  a OneSource  competitor.  The  differentiating  factor  between
competitors and the Company is the limited line(s) of service generally provided
by competing companies. Most of these companies are vertical suppliers who focus
primarily  on one  or a few  types  of  equipment  sales  with  service  offered
secondarily as an inducement for increased sales.  Further such competitors tend
to be involved with a limited number of equipment types and brands.  The Company
offers its  customers  equipment  service with Company  employed  field  service
technicians on a broad horizontal basis wherein multiple types and manufacture's
brands are covered under a single  maintenance  contract  known as the OneSource
Flat-Rate Blanket Maintenance System(TM).

Sources and Availability of Raw Materials

     The materials needed to service office and industry specific  equipment are
widely available from numerous third party  suppliers.  No shortage of materials
is expected in the foreseeable future.

Dependence on one or few customers

     The Company presently generates a significant portion of its gross revenues
from a limited number of customers.  Approximately sixty-seven percent (67%) was
generated  from five (5)  customers  through  December  31,  2002,  of which the
largest contributed approximately fifty-seven percent (57%). The following table
summarizes the contribution of these five largest accounts:

       Customer                          2002 Revenues (000)              %
    -------------------                  -------------------             ---
    Kroger Corporation                        $1,838                     57
    Wells Fargo Bancorp                          116                      4
    Tecniflex, Inc.                              110                      4
    Bank of America                               41                      1
    Fry's Food and Drug                           42                      1

                                        7
<PAGE>

Research and Development

     The Company  believes that research and development for product and service
development is an important  factor in its future growth.  The equipment  supply
industry is closely linked to technological advances,  which constantly produces
new machinery  for use by the public.  Therefore,  the Company must  continually
invest in training on the latest technological advances and the newest equipment
to effectively compete with other companies in the industry. No assurance can be
made that the Company will have sufficient  funds to fund such training  efforts
to match technological advances as they become available.  Additionally,  due to
the  rapid  rate at which  technology  advances,  the  Company's  equipment  and
inventory  may be outdated  quickly,  preventing  or impeding  the Company  from
realizing its full potential .

Cost of Research and Development

     For fiscal years 2002 and 2001, the Company  expended no measurable  amount
of money on research and development  efforts.  At the current time, none of the
costs  associates  with  research  and  development  are borne  directly  by the
customer;  however  there is no  guarantee  that such costs will not be borne by
customers in the future and, at the current time,  the Company does not know the
extent to which such costs will be borne by the customer, if at all.

Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents,  copyrights  and/or  trademarks  as  appropriate.  The  Company's  only
trademark extends to its unique flat-rate blanket  maintenance  service program.
The Company presently has a "business  apparatus and methods" patent application
pending  with the  United  States  Patent  Office  for the  Company's  OneSource
Flat-Rate Blanket Maintenance System(TM), but otherwise the Company has no other
patents,  trademarks,  royalty  agreements,  franchises,  concessions  or  labor
contracts in effect.

     While a patent of the Company's  systems  would be beneficial  for allowing
the  Company  to  license it to others,  it is not  essential  to the  Company's
operations and would therefore not have a significant  detrimental  effect if it
were not granted.

Governmental Regulation

     There are no  government  approvals  required  to conduct  business  and no
regulatory  issues other than usual and  customary  corporate,  tax and business
licensing with which the Company is current in all its operating jurisdictions.

State and Local Licensing Requirements

     Currently there are no state or local licensing  requirements,  which apply
to the Company's business or to its products.

Effect of Probable Governmental Regulation on the Business

     Currently there is no government  regulation of the Company's  business nor
of the  Company's  products.  However,  new laws  are  emerging  which  regulate
commerce  over  the  Internet  and  data and  information  transmitted  over the
Internet.  Should the Company engage in activities involving the Internet in the
future, it will be subject to these laws and/or regulations.

                                        8
<PAGE>

     As the Company's  products and services are available  over the Internet in
multiple states and foreign  countries,  these  jurisdictions may claim that the
Company is required to qualify to do business as a foreign  corporation  in each
such state and foreign  country.  New legislation or the application of laws and
regulations from jurisdictions in this area could have a detrimental effect upon
the Company's business.

     A governmental  body could impose sales and other taxes on the provision of
the  Company's  products and services,  which could  increase the costs of doing
business.  A number of state and local  government  officials  have asserted the
right or indicated a willingness  to impose taxes on  Internet-related  services
and commerce,  including sales, use and access taxes; however, no such laws have
become  effective to date. The Company  cannot  accurately  predict  whether the
imposition  of any such  taxes  would  materially  increase  its  costs of doing
business or limit the services  which it  provides,  since it may be possible to
pass on some of these costs to the consumer and continue to remain competitive.

     If,  as the law in this area  develops,  the  Company  becomes  liable  for
information  carried on, stored on, or disseminated  through its website, it may
be  necessary  for the Company to take steps to reduce its exposure to this type
of liability through  alterations in its equipment,  insurance or other methods.
This may  require  the  Company  to spend  significant  amounts of money for new
equipment or premiums and may also require it to discontinue offering certain of
its products or services.

     Due to the increasing  popularity  and use of the Internet,  it is possible
that  additional  laws  and  regulations  may be  adopted  with  respect  to the
Internet,  covering issues such as content,  privacy, access to adult content by
minors, pricing, bulk e-mail (spam), encryption standards,  consumer protection,
electronic  commerce,  taxation,  copyright  infringement and other intellectual
property  issues.  The Company  cannot  predict the impact,  if any, that future
regulatory changes or developments may have on the Company's business, financial
condition, or results of operation.

Cost and Effects of Compliance with Environmental Laws

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control.  The  Company is unaware of any bills  currently  pending in  Congress,
which could  change the  application  of such laws so that they would affect the
Company.

Employees and Consultants

     At year-end 2002 the Company had thirty-four  (34) full-time  employees and
no part-time employees. None of these employees are represented by a labor union
for purposes of collective bargaining.  The Company considers its relations with
its employees to be good.

                                        9
<PAGE>

Item 2. Description of Property

     In July 2002 the Company  entered into a new lease with EJM  Development of
Santa Monica,  California  for the lease of it  headquarters  space at 7419 East
Helm Drive, Scottsdale, Arizona. The new lease was negotiated as a result of the
Company  reorganizing into to a smaller space. The new lease extends to the term
of the original lease ending November 2004. Under the terms of the new lease the
Company  pays rent in the amount of $5,135 for the first six (6) months,  $5,280
for eleven (11) months and $5,425 until the end of the lease.


     In  October  2002 the  Company  entered  into a three (3) year lease for an
office warehouse facility in Denver in support of its Colorado  operations.  The
Company is  obligated  to pay $21,480 the first year  increasing  to $22,833 and
$23,826 in years two and three respectively


Item 3. Legal Proceedings

     The Company has been named in a lawsuit  claiming  that the  developer of a
certain  website  development  project was unpaid.  The Company has disputed the
claim  stating  that it was not the owner of the website  and that it  therefore
should not be named as an obligor for its  development.  The amount of the claim
is $13,000. This case was settled for $4,500 in May 2002.

     The  Company  has  entered  into a  dispute  with the  former  owner of Net
Express.  The dispute  relates to certain  transactions  totaling  approximately
$60,000  entered  into by the  former  owner on  behalf of Net  Express  without
appropriate  management  approval.  Management  believes  that  all  obligations
related  thereto  have  been  recorded.   Management  also  believes  that  this
obligation  will  ultimately  be  transferred  back to the  former  owner and to
accelerate  this  eventuality  the Company has filed a counter suite against the
former owner alleging  dereliction  of duty and failure to perform  according to
his fiduciary responsibilities. The case is presently in its early pre-discovery
stages.

     The Company has been named in a workman's  compensation  lawsuit filed by a
former  employee.  The amount of the claim is $20,000.  The Company did not have
workman's  compensation coverage during a short period of time in 2000. However,
costs incurred by the former  employee have been paid by the Arizona  Industrial
Commission  and  accordingly  the  Company  believes  the  claims of the  former
employee are groundless and is aggressively  disputing the matter. This suit was
dropped by the plaintiff in March 2002.

Item 4. Submission of Matters to a Vote of Security Holders

     No other matters were put before the vote of the Company's  shareholders in
2002.

                                       10
<PAGE>



                                     PART II

Item 5.  Market for Common  Equity and  Related  Stockholder  Matters and Market
         Information.

     The  Company's  common  stock is  presently  quoted on the Over The Counter
Bulletin  Board  (OTCBB).  The common  stock of the Company was quoted under the
symbol "OSTK" from May 1999 through  February 20, 2002  whereupon the symbol was
changed to "OSRC".  The high, low and average bid  information  for each quarter
since May 1999 to the present are as follows:

     Quarter                    High Bid          Low Bid          Average Bid
-------------------             --------          -------          -----------
Second Quarter 1999                .63               .25                .44
Third Quarter 1999                 .88               .38                .63
Fourth Quarter 1999                .69               .16                .42
First Quarter 2000                1.88               .25               1.06
Second Quarter 2000                .67               .20                .44
Third Quarter 2000                 .59               .11                .33
Fourth Quarter 2000                .74               .07                .41
First Quarter 2001                 .125              .11                .11
Second Quarter 2001                .22               .145               .17
Third Quarter 2001                 .065              .065               .065
Fourth Quarter 2001                .03               .02                .03
First Quarter 2002                 .125              .02                .055
Second Quarter 2002                .05               .015               .02
Third Quarter 2002                 .034              .011               .02
Fourth Quarter 2002                .03               .008               .02

     Please note that  over-the-counter  market  quotations  have been  provided
herein.  The  quotations  reflect  inter-dealer  prices,  without retail markup,
mark-down or commission and may not represent actual transactions.

Description of Capital Stock

     The Company's  authorized  capital stock  consists of 50,000,000  shares of
common  stock,  $0.001  par value per share and  1,000,000  shares of  preferred
stock,  $0.001 par value per share.  As of December  31,  2002,  the Company had
26,853,317  shares of its common  stock  outstanding  and none of its  preferred
stock outstanding.

Description of Common Stock

     All shares of common  stock have equal  voting  rights  and,  when  validly
issued and outstanding,  are entitled to one vote per share in all matters to be
voted  upon by  shareholders.  The shares of common  stock  have no  preemptive,
subscription,  conversion  or  redemption  rights  and  may be  issued  only  as
fully-paid  and  non-assessable  shares.  Cumulative  voting in the  election of
directors  is not  permitted;  which means that the holders of a majority of the
issued and  outstanding  shares of common  stock  represented  at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of common
stock will not be able to elect any  directors.  In the event of  liquidation of
the Company,  each  shareholder is entitled to receive a proportionate  share of
the  Company's  assets  available for  distribution  to  shareholders  after the
payment of liabilities and after  distribution in full of preferential  amounts,
if any, to be distributed to holders of the preferred  stock.  All shares of the
Company's common stock issued and outstanding are fully-paid and nonassessable.

                                       11
<PAGE>

Dividend Policy

     Holders  of  shares  of  common  stock  are  entitled  to share pro rata in
dividends  and  distributions  with respect to the common stock when,  as and if
declared by the Board of Directors out of funds legally available therefore. The
Company  has not paid any  dividends  on its common  stock and intends to retain
earnings,  if any, to finance the  development  and  expansion of its  business.
Future  dividend  policy is subject to the  discretion of the Board of Directors
and will depend upon a number of factors,  including  future  earnings,  capital
requirements and the financial condition of the Company.

Description of Preferred Stock

     Shares of  preferred  stock may be issued  from time to time in one or more
series as may be  determined  by the Board of  Directors.  The voting powers and
preferences,  the  relative  rights of each such series and the  qualifications,
limitations  and  restrictions  thereof  shall be  established  by the  Board of
Directors,  except  that no holder of  preferred  stock  shall  have  preemptive
rights.

Transfer Agent and Registrar

     The  Transfer  Agent  and  Registrar  for the  Company's  common  stock  is
Interwest Transfer Co., Inc. which is located at 1981 East Murray Holliday Road,
Suite 100, Salt Lake City,  Utah 84117,  telephone  (801) 272-9294 and facsimile
(801) 277-3147. There is no transfer agent for shares of the Company's preferred
stock.

Item 6. Management's Discussion and Analysis of Operations - Full Fiscal Years

                                  Introduction

The financial  results  discussed herein include the consolidated  operations of
OneSource Technologies,  Inc, (hereinafter "OneSource" and/or "the Company") for
the years ended December 31, 2002 and 2001.  OneSource is engaged in two closely
related and  complimentary  lines of technology and business  equipment  support
activities;  1) equipment maintenance  services,  ("Maintenance") 2) value added
equipment supply sales,  ("Supplies").  OneSource is in the technology equipment
maintenance and service industry and is the inventor of the OneSource  Flat-Rate
Blanket  Maintenance  System(TM).  This program provides customers with a Single
Source for all general  office,  computer and peripheral  and industry  specific
equipment technology maintenance, installation and supply products.

In April 2001 as part of  management's  refocused  emphasis on its core business
opportunities  the  Company  discontinued  the  operations  of its wholly  owned
subsidiary Net Express,  Inc., (NEI). For comparative  purposes the consolidated
financial  statements  of the Company for the year ended  December 31, 2001 have
been  presented  to show  the  costs  incurred  in  shutting  down  the  segment
separately as discontinued  operations in the following tables of financial data
as of December 31, 2001.  Fiscal 2001 financial  results have also been restated
to correct  certain  errors that were made a) in the amount of expense  that was
attributed  to Common  Stock of the Company  that was issued for legal and other
services, b) the application of cash received for Common Stock subscribed and c)
other  accounting  errors that came to light during the Company's  conversion of
its accounting and information  systems  conversion in 2001. The effect of these
restatements  was to increase the Net Loss for the year ended  December 31, 2001
by  $161,936  ($0.01 per  share)  and to  increase  Subscriptions  Funded  After
December  31,  1999  by  $130,000.   These  adjustments  were  recorded  in  the
consolidated financial statements as of December 31, 2001.

                                       12
<PAGE>

Summary of Operations

Operating  results have improved in the year ended December 31, 2002 compared to
the year ended December 31, 2001. The following table summarizes the comparative
operating results for the two periods:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------
Summary of Operations                                       2002           2001
-----------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Revenues                                                 $2,958,871    $ 2,774,947
Cost of Revenue                                           1,928,071      1,854,820
Gross Margin                                              1,030,800        920,127
Selling, General and Administrative Costs                   838,876      1,476,273
Operating Income (Loss) before Discontinued Operation       191,924      (556,146)
Other Income (Expense)                                     (176,311)      (153,139)
Subscription Receivable Write-off, net of income tax           -          (800,000)
Extraordinary Gain                                             -            62,650
Loss from discontinued operations                              -           (73,260)
-----------------------------------------------------------------------------------
Net Income (Loss)                                        $   15,614    $(1,519,895)
-----------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

Fiscal 2002 results reflect  management's  changed focus and strategic  emphasis
for  the  Company.  Operations  for  the  year  ended  December  31,  2002  show
significantly improved results with Net Income of $15,614 compared to a Net Loss
of $1,519,895 for the year ended December 31, 2001.

While consolidated revenues increased slightly by about six percent (6%) in 2002
compared to 2001, consolidated cost of revenues increased only four percent (4%)
resulting in a twelve  percent (12%) increase in gross profit for the year ended
December  31,  2002  compared  to the year  ended  December  31,  2001.  Changes
implemented  early in the second quarter of 2002 started to show  improvement by
the end of the year as gross margins of the  maintenance  division had increased
significantly  to 34% by the end of 2002 versus 23% during the first  quarter of
2002. Management will continue to focus on this aspect of the service operations
in order to continue to bring down parts usage costs To further control costs of
the  maintenance   operations  the  Company  eliminated  certain  non-profitable
contracts during the year ended December 31, 2002.

The most  significant  factor  contributing  to the improved  overall  operating
results is the  forty-three  percent  (43%)  decrease  in  selling,  general and
administrative  costs for the year ended  December  31,  2002  compared to 2001.
While the approximately $637,000 decrease is substantial,  the Company continues
to incur high selling, general and administrative costs as a percent of revenues
and management continues to focus on implementing  measures to bring these costs
more in line with the Company's business model.

In  April  2001 the  Company  discontinued  the  operations  of its  integration
subsidiary  because its activities were  concentrated in the highly  competitive
and low margin network  hardware  sales and  integration  industry,  and drained
resources  from  the  Company's  core  equipment  maintenance  and  installation
divisions.  The net effects of discontinued  operations are shown  separately in
the  Consolidated  Statement of Operations for the years ended December 31, 2002
and 2001.

Revenues

Consolidated  revenues  increased  slightly in the year ended  December 31, 2002
compared  to the same  period in 2001 as a result of  increased  revenues in the
maintenance divisions. Supply division revenues fell nine (9%) compared to 2001,
below  forecasted  results  in  2002,  although  the  maintenance  division  met
forecasted  expectations.  The following  table details  maintenance  and supply
division revenues for 2002 & 2001:

Revenues                                                  2002            2001
--------------------------------------------------------------------------------
   Maintenance                                       $  2,137,754   $  1,872,471
   Supplies                                               821,117        902,476
--------------------------------------------------------------------------------
       Total                                         $  2,958,871   $  2,774,947
--------------------------------------------------------------------------------

                                       14
<PAGE>

The  final  phase  of  the  Company's   restructuring  and  realignment  of  its
maintenance  division was  implemented  in the fourth  quarter of 2001. The full
benefit of these changes, while not fully evident yet, are showing very positive
trends  as of the  end of  2002.  As part of  this  restructuring,  the  General
Manager(GM) of the supply  division  assumed  oversight  responsibility  for all
maintenance  operations  in the first  quarter of 2002 in addition to his supply
division  responsibilities.   Management  believes  the  focus  the  GM  put  on
restructuring the maintenance  division adversely impacted supply division sales
early in the year.  However,  supply division  revenues began to return to their
historical higher levels in the fourth quarter.

The fourteen  percent (14%) increase in maintenance  revenues during 2002 is the
result of added service  commitments  from  existing  customers and reflects the
positive  benefits of changes the Company  has  implemented  that have  improved
maintenance  customer  satisfaction  levels  to the  highest  in  the  Company's
history.  This added  business  increased  the  concentration  of the  Company's
revenues  with the Kroger  Corporation  to  fifty-seven  (57%)  percent of total
revenues.   Installation  services  were  suspended  in  early  fiscal  2001  so
management  could  focus  the  Company's  limited  resources  on  improving  and
strengthening the Company's core maintenance and supplies  division  operations.
To the degree  installation  opportunities arise in line with present geographic
and  staffing  resources  the  Company  will  pursue and engage  them but in the
near-term management is concentrating on the maintenance and supplies divisions.
Now  that  operational   efficiencies  and  customer   satisfaction  levels  are
substantively improved management is focusing greater attention growing revenues
of these  divisions  via both  current  account  extensions  as well as  through
out-bound sales and marketing efforts.

Supply division  revenues  decreased nine percent (9%) in 2002 compared to 2001,
which was significantly less than management had forecasted for the division. In
addition to the added  responsibilities of the division's GM noted above, supply
division revenues were also adversely  affected by pricing errors of newly added
products  during the period.  These  pricing  problems  have been  corrected and
additional  controls  put in place so  results  should  improve  in  prospective
quarters.  By the end of June, the division's  web-based  distribution  delivery
system was completely on line and will  significantly  enhance  division revenue
expansion to existing as well as potential new accounts. In early September, the
division  acquired the business of EON Supply, a large new customer , which also
entered  into a  service  agreement  with the  company's  maintenance  division.
Although it is too early to see the full impact of this new account,  management
believes it will contribute significantly to revenues and cash flow.

Cost of Revenues and Gross Margins

Consolidated  gross  margins for the year ended  December 31, 2002 were slightly
higher compared to 2001. Gross margins for 2002,  while slightly  increased from
2001 , improved  significantly  from the first quarter to the fourth  quarter to
thirty five percent (35%) versus twenty-eight  percent (28%).  Inventory control
and management  issues related to the  continuing  restructuring  changes in the
maintenance division and problems with inventory and remanufacturing controls in
the supply  division  accounted for the lower margins early in 2002 versus 2001.
However,  the  improvement in gross margins towards the end of the year confirms
the positive  effects of the  restructuring  changes.  Once the effects of these
changes  are fully  rooted  management  believes  margins  will  return to their
historically higher levels. These improvements focus on strengthening management
oversight and information  system and process  infrastructures  to assure better
inventory  control in the supply  division and more  efficient  call routing and
dispatch controls in the maintenance division.

                                       15
<PAGE>

Selling, General and Administrative Costs

Improvements continued in this category of costs in 2002 as management continued
to reduce these costs to levels more in line with the Company's present level of
operations.  Consolidated  S, G&A costs  decreased  approximately  $637,000 over
prior year, a forty-three percent (43%) decrease . These costs were twenty-eight
percent (28%) of gross revenues in 2002 compared to fifty-three percent (53%) in
2001 and were slightly  below the Company's  forecasted  thirty  percent ( 30%).
This was achieved through strict cost controls and reductions implemented during
the later part of 2002.

Even though  significant  reductions  have already been achieved in each expense
category,  management  believes there are additional  opportunities  for further
cuts.  Management is focused,  however,  on growing  revenues  while holding the
present  level of  overhead  costs  steady.  The  following  table  details  the
significant components of general and administrative costs :

   General and Administrative                  2002                      2001
--------------------------------------------------------------------------------
   Salaries, Wages and Benefits          $    469,659              $    744,288
   Facilities                                 153,571                   200,876
   Legal and Professional                      97,536                   142,005
   Telecommunication Costs                     72,334                    63,341
   Travel and Entertainment                    22,626                    33,042
   Other                                        1,226                   136,325
--------------------------------------------------------------------------------

      Total                              $    816,953             $   1,319,877
--------------------------------------------------------------------------------

All cost  categories  are lower for the year ended December 31, 2002 compared to
the same period in 2001 except telecommunication costs. The two most significant
areas of savings were salaries and facilities costs.  Salary, wages and benefits
costs in fiscal  2001  included a $68,000  charge for  payroll  trust fund taxes
related to periods  prior to 2001.  The  remaining  difference  reflects  staff
reductions  that were made in the latter  half of 2001,  and first half of 2002.
Company  staff has been reduced to 34 employees in 2002 from 56 at the beginning
of 2001 with most of the reductions being made in the administrative  area.. All
other general and administrative costs are down reflecting improvements and cuts
that  management  implemented  during the latter  part of 2001 and early part of
2002 to  reduce  operating  costs,  with  the  exception  of a 14%  increase  in
telecommunications costs resulting from an increase in cell phones placed in use
for additional service  technicians.  These cost reductions reflect the positive
effects of management's restructuring and operational changes.

                                       16
<PAGE>

  Sales and Marketing                                     2002           2001
--------------------------------------------------------------------------------
     Salaries, Commissions and Benefits                $   14,016     $  104,424
     Advertising and Promotion                              6,067         39,460
     Travel and Entertainment                               1,841         12,512
--------------------------------------------------------------------------------
        Total                                          $   21,923     $  156,396
--------------------------------------------------------------------------------

The decline in sales and marketing  personnel costs is largely the result of the
Company's restructuring  activities.  The paramount objective of that effort was
to  streamline  overall  operations  and  redirect  corporate  resources  toward
improving the Company's core  maintenance and supplies  division  operations and
management.   Consequently  sales  and  marketing  became  a  casualty  of  this
redirected focus and accordingly,  expenditures in this area were  significantly
reduced.  Now that  operational and management  changes are largely in place and
the  attendant   infrastructure   improved,   management  is   concentrating  on
implementing  and  significantly  supporting the sales and marketing  plans that
have been heretofore on hold.

Other Income (Expense)

  Other Income (Expense)                            2002              2001
------------------------------------------------------------------------------
     Interest expense                          $   (140,883)      $  (158,921)
     Other                                          (35,428)            5,782
------------------------------------------------------------------------------
        Total                                  $   (176,311)      $  (153,139)
------------------------------------------------------------------------------

Interest  costs  declined  in 2002  by 11%  mainly  because  of the  absence  of
investment  "sweeteners"  that  were  paid in 2001 to  secure  funding.  No such
charges were incurred in 2002,  although additional debt of $69,000 was incurred
by the during 2002.  Also  contributing  to the decline in interest  cost is the
Company's  decision in 2001 to discontinue  granting stock incentives to lenders
for debt funding.

Liquidity and Capital Resources

The following table sets forth selected  financial  condition  information as of
December 31, 2002 compared to December 31, 2001:

Balance Sheet                                       2002               2001
-------------                                       ----               ----
   Working Capital                              $(1,007,838)       $(1,129,210)
--------------------------------------------------------------------------------
   Total Assets                                    1,205,944          1,208,027
--------------------------------------------------------------------------------
   Debt Obligations                                  985,310           952,851)
--------------------------------------------------------------------------------
   Shareholders' (Deficit)                        $(530,543)         $(566,837)
--------------------------------------------------------------------------------

                                       17
<PAGE>

While  operationally  things have improved  since 2001,  liquidity and financing
continued to be a problem during 2002.  Total costs continued to exceed revenues
throughout  the first  five  months of 2002;  however,  in the last month of the
second quarter  revenues  exceeded costs and  contributed to a pre-tax profit in
the  second  quarter  of 2002.  The  Company  remained  profitable  through  the
remainder  of the year.  Management  expects  cash flows to  continue to improve
through 2003.  Short-term  obligations  remained  consistent with their year-end
2001 levels.  This is a primary reason for the decline in the Company's  current
ratio at December 31, 2002 to 0.42% compared to 0.44% at December 31, 2001.

During  the last  quarter  of 2001 cash  flow  improved  significantly  with the
addition of new maintenance business. Monthly cash deficiencies during the first
quarter  remained  at  approximately  $25,000  versus the  $85-$100,000  a month
negative cash flow  throughout  most of 2001. By the end of June 2002,  however,
monthly cash flow had turned  positive for the first time in two and half years.
Management  believes that cash flow should  continue to improve with  additional
new  business   pending  and  the  Company's   pursuit  of  additional   funding
opportunities intended to recapitalize the Company.

In March 2001 the  Company and holders of four of the  Company's  notes  payable
that were due in March and  September  of 2001  entered  into Note  Deferral and
Extension  Agreements  wherein  each note holder  agreed to defer all  principal
payments until July 15, 2001.  The Company agreed to make a twenty-five  percent
(25%)  principal  payment to each note holder on July 15,  2001.  The notes' due
dates were  subsequently  extend to July 15, 2002,  but by that date the Company
was unable to make the scheduled partial  principle  payments or commence making
level monthly principal and interests  payments over the remaining  twelve-month
period of the  notes.  As part of the  agreement,  the  Company  also  agreed to
increase  the interest  rates of the notes from their stated  twelve to fourteen
percent (12% to 14%) to eighteen  percent  (18%).  The Company has  continued to
make timely monthly interest  payments to the note holders.  Further the Company
is in  communication  with  the note  holders  and  believes  it will be able to
restructure or renegotiate the terms in a manner that will not adversely  impact
the Company's continuing operations. The Company is also engaged in negotiations
with other  lenders and investors for the  acquisition  of outside  financing in
case it is not able to  satisfactorily  restructure the debt of the present note
holders.

At September  30, 2002,  the Company had accrued  approximately  $47 thousand of
unpaid  payroll  taxes,  interest and  penalties due the IRS. At the end of June
2002, the Company submitted  required  documentation in support of its "Offer In
Compromise" previously filed in 2001 to the IRS. Management believes the Company
will be able to  successfully  liquidate  this  liability  and that the ultimate
outcome will not have an adverse impact on the Company's  financial  position or
results of operations.

                                       18
<PAGE>

Employees

     At December 31, 2002, the Company employed  thirty-four (34) persons.  None
of these  employees are  represented by a labor union for purposes of collective
bargaining.  The  Company  considers  its  relation  with  its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

     In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
was  terminated as the acting Chief  Operating  Officer of the Company and Jerry
Washburn  resigned as President and Chief  Executive  Officer of the Company but
both retained their Directorships of the Company.  Mr. Glasgow was terminated as
an  officer  for cause  because  of  violations  of  certain  provisions  of his
employment  agreement  with the Company.  Michael L.  Hirschey was  appointed as
Chief  Executive  Officer of the Company and Len Ksobiech  was  appointed as the
Company's Chief Financial Officer.

Forward-Looking Statements

     Certain statements contained in this quarterly filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statement.

     Such factors include, among others, the following: international, national,
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-KSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

Item 7 Financial Statements

     The Financial Statements of the Company required by Regulation S-B commence
on page F-1 hereof and are incorporated herein by this reference.

Item 8. Changes in and Disagreements with Accountants

     None.
                                       19
<PAGE>

                          Independent Auditor's Report


To the Stockholders and Board of Directors of
OneSource Technologies, Inc.:

We have  audited  the  accompanying  consolidated  balance  sheet  of  OneSource
Technologies,  Inc. as of December 31, 2002 and related consolidated  statements
of operations, stockholders' deficit and cash flows for each of the two years in
the  period  ended  December  31,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
OneSource  Technologies,  Inc. as of December  31,  2002,  and the  consolidated
results of its operations and cash flows for each of the two years in the period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States.



/s/  Epstein, Weber & Conover, P.L.C.
-------------------------------------
Scottsdale, Arizona
February 6, 2003

                                       F-1
<PAGE>


ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2002
--------------------------------------------------------------------------------


ASSETS

CURRENT ASSETS:
    Cash                                                       $    55,267
    Accounts receivable, net of allowance for
        doubtful accounts of $10,630                               450,429
    Inventories                                                    207,672
    Other current assets                                            10,504
                                                               -----------
        Total current assets                                       723,872
                                                               -----------

PROPERTY AND EQUIPMENT, net of accumulated
   depreciation of $ 177,025                                       103,783

GOODWILL                                                           235,074

DEFERRED INCOME TAXES                                              140,187

OTHER ASSETS                                                         3,028

                                                               -----------
TOTAL ASSETS                                                   $ 1,205,944
                                                               ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                           $   188,428
    Accrued expenses and other liabilities                         362,377
    Deferred revenue                                               200,371
    Bank line of credit                                             50,000
    Current portion of debt                                        930,534
                                                               -----------
         Total current liabilities                               1,731,710
                                                               -----------

INSTALLMENT NOTES - LONG-TERM PORTION                                4,776

                                                               -----------
TOTAL LIABILITIES                                                1,736,486
                                                               -----------

STOCKHOLDERS' DEFICIT
    Preferred Stock, $.001 par value, 1,000,000
        shares authorized, none issued -
    Common Stock, $.001 par value, 50,000,000
        shares authorized, 26,853,317 -
        issued and outstanding at December 31, 2002                 26,853
    Paid in capital                                              2,703,794
    Accumulated deficit                                         (3,261,190)
                                                               -----------
                                                                  (530,543)
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $ 1,205,944
                                                               ===========

                 The accompanying notes are an integral part of
                                 this statement.

                                       F-2
<PAGE>

<TABLE>
ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 & 2001
--------------------------------------------------------------------------------
<CAPTION>
                                                                2002             2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
REVENUE, net                                                 $  2,958,871    $  2,774,947
COST OF REVENUE                                                 1,928,071       1,854,820
                                                             ------------    ------------
     Gross Profit                                               1,030,800         920,127

GENERAL AND ADMINISTRATIVE EXPENSES                               816,953       1,319,877
SELLING AND MARKETING EXPENSES
                                                                   21,923         156,396
                                                             ------------    ------------
         Operating Income (Loss)                                  191,924        (556,146)

OTHER INCOME (EXPENSE):
  Interest expense                                               (140,883)       (158,921)
  Other income (expense)
                                                                  (35,427)          5,782
                                                             ------------    ------------
         Total other expense                                     (176,310)       (153,139)

                                                             ------------    ------------
INCOME(LOSS) BEFORE EXTRAORDINARY ITEMS, DISCONTINUED
                                                                   15,614        (709,285)
          OPERATIONS AND INCOME TAXES

EXTRAORDINARY ITEMS:
  Gain on extinguishment of debt, no income tax effect
                                                                      -            62,650
  Loss from default of subscription receivable
                                                                      -          (800,000)
                                                             ------------    ------------
  Total extraordinary items
                                                                      -          (737,350)
                                                             ------------    ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS                           15,614      (1,446,635)


DISCONTINUED OPERATIONS:
  Loss from discontinued operations of integration segment
                                                                      -           (73,260)
                                                             ------------    ------------
NET INCOME (LOSS)                                            $     15,614    $ (1,519,895)
                                                             ============    ============
EARNINGS PER SHARE :
         Basic, before extraordinary items and loss from
         discontinued operations                             $       **      $      (0.03)
           Extraordinary items                                        n/a    $      (0.04)
           Loss from discontinued operations                          n/a            **
                                                             ------------    ------------
           Net income (Loss)                                 $       **      $      (0.07)

                                                             ============    ============

         Diluted, before extraordinary items and loss
         form discontinued operations                        $       **      $      (0.03)
           Extraordinary items                                        n/a    $      (0.04)
           Loss from discontinued operations                          n/a            **
                                                             ------------    ------------
           Net income (loss)                                 $       **      $      (0.07)

                                                             ============    ============
Weighted Average Shares Outstanding:
     Basic                                                     25,705,509      22,045,674
     Diluted                                                   25,705,509      22,045,674
</TABLE>

   **Less than $0.01 per share

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

                                       F-3
<PAGE>

<TABLE>
ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------
<CAPTION>
                                                                         Stock
                                              Common Stock            Subscription       Paid-in       Accumulated
                                         Shares           Amount       Receivable        Capital         Deficit          Total
                                       ------------    ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
                                         17,525,566    $     17,526    $   (806,250)   $  1,784,104    $ (1,756,909)   $   (761,529)
BALANCE, DECEMBER 31, 2000
                                       ------------    ------------    ------------    ------------    ------------    ------------

  Stock issued for services                 961,667             962             -            61,213             -            62,100
  Stock issued to employees                 500,000             500             -            62,817             -            63,317
  Stock issued for note conversions         936,667             937             -            14,063             -            15,000
  Receipt of service for stock
   subscription                                 -               -             6,250             -               -             6,250
  Stock subscription write-off                  -               -           800,000             -               -          (800,000)

  Shares returned per rescission
  agreement                              (1,016,666)         (1,018)            -          (121,841)            -          (122,859)

  Previously unissued shares, issued      6,056,083           6,056             -           884,648             -           890,704
  in 2001

  Net loss                                      -               -               -               -        (1,519,895)            -

                                       ------------    ------------    ------------    ------------    ------------    ------------
                                         24,963,317    $     24,963    $        -      $  2,685,004    $ (3,276,804)   $   (566,837)
BALANCE, DECEMBER 31, 2001
                                       ------------    ------------    ------------    ------------    ------------    ------------

  Stock issued for services               1,800,000           1,800             -            18,700             -            20,500

  Stock issued for note conversion           90,000              90             -                90             -               180

  Net income                                    -               -               -               -            15,614          15,614
                                       ------------    ------------    ------------    ------------    ------------    ------------
BALANCE, DECEMBER 31, 2002               26,853,317    $     26,853    $        -      $  2,703,794    $ (3,261,190)   $   (530,543)
                                       ============    ============    ============    ============    ============    ============
</TABLE>
                           The accompanying notes are
                 an integral part of these financial statements.

                                       F-4
<PAGE>

<TABLE>
ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
FOR THE YEARS ENDED DECEMBER 31, 2002 & 2001
--------------------------------------------------------------------------------
<CAPTION>



                                                                                2002           2001
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                       $    15,614    $(1,519,895)
    Adjustments to reconcile net income (loss) to
       net cash used in operations -

         Extraordinary gain                                                         -          (62,650)
         Rescision of stock subscription agreement                                  -          (39,660)
         Loss from discontinued operation                                           -           73,260
         Loss on disposal of fixed assets                                        24,494            -
         Depreciation and amortization                                           69,639         69,359
         Amortization of deferred financing costs                                   -           99,979
         Stock issued for services                                               20,500         68,350
         Stock issued as incentives to employees                                    -           63,317
         Stock subscription write-off                                               -          800,000
         Changes in assets and liabilities:
              Accounts receivable                                              (138,434)       (55,973)
              Inventory                                                           1,373          1,286
              Other current assets                                               13,548         (8,052)
              Other assets                                                       (1,705)           -
              Accounts payable                                                 (147,397)        (2,613)
              Accrued expenses and other liabilities                             36,149         75,708
              Deferred revenue                                                   60,745         (4,465)
                                                                            -----------    -----------
                     Net cash used in continuing operating activities           (45,475)      (442,049)
                                                                            -----------    -----------
                     Net cash used in discontinued operating activities             -          (48,812)
                                                                            -----------    -----------
                      Net cash used in operating activities                     (45,475)      (490,861)
                                                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                                     (5,269)       (18,622)
         Proceeds from disposal of equipment                                      5,500          8,219
                                                                            -----------    -----------
                      Net cash provided by (used in) investing activities           231        (10,403)
                                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on bank lines of credit                                                -         (100,913)
    Cash proceeds from borrowings                                                   -          479,290
    Proceeds from notes payable                                                  69,000            -
    Principal payments on notes payable                                         (43,922)       (13,161)
                                                                            -----------    -----------
                      Net cash provided by financing activities                  25,078        365,216
                                                                            -----------    -----------

NET DECREASE IN CASH                                                            (20,166)      (136,048)

CASH, beginning of year                                                          75,433        211,481
                                                                            -----------    -----------
CASH, end of year                                                           $    55,267    $    75,433
                                                                            ===========    ===========
</TABLE>
                 The accompanying notes are an integral part of
                           these financial statements.

                                       F-5
<PAGE>

<TABLE>
ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
<CAPTION>
                                                                        2002       2001
                                                                      --------   --------
<S>                                                                   <C>        <C>
SUPPLEMENTAL CASH FLOW INFORMATION

    Interest Paid                                                     $ 44,208   $ 58,952
                                                                      ========   ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

    Common stock issued for services                                  $ 20,500   $131,667
                                                                      ========   ========

    Common stock issued for note conversion                           $    180   $ 15,000
                                                                      ========   ========

    Debt extinguished in exchange for property                        $ 12,771   $    -
                                                                      ========   ========

    Accounts payable conversion to debt                               $ 20,334   $    -
                                                                      ========   ========

    Assumption of debt                                                $    -     $  7,007
                                                                      ========   ========
</TABLE>

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

                                       F-6
<PAGE>


ONESOURCE TECHNOLOGIES, INC.
NOTES TO CONOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.   ORGANIZATION AND BASIS OF PRESENTATION

     OneSource Technologies, Inc. (the "Company") is a technology infrastructure
     maintenance and supplies  distribution  company.  Service work is performed
     pursuant  to  renewable  term  contracts  and  on-call  relationships  with
     customers.  The  Company's  customers  are  primarily in banking and retail
     businesses located in the western and southwestern United States.

     The accompanying  consolidated financial statements represent the financial
     position and results of operations of OneSource Technologies, Inc., and its
     two wholly owned subsidiaries,  Cartridge Care, Inc. and Net Express,  Inc.
     All  significant   intercompany   balances  and   transactions   have  been
     eliminated.

     While the Company has returned to operational  profitability,  it continues
     to  have a  working  capital  deficiency  of  approximately  $1,000,000  at
     December 31, 2002. In addition, the Company is in default on certain of its
     notes payable  obligations.  The Company intends to restructure much of the
     outstanding  debt.  Approximately  $300,000  of  the  debt  outstanding  at
     December 31, 2002 is held by  individuals  or entities  that have an equity
     stake in the  Company.  Management  believes  that  these  individuals  and
     entities have an interest in assisting in the Company's long-term viability
     and will respond positively to debt restructuring. However, there can be no
     assurances that the debt will be restructured.

     The Company has an obligation of $560,000 to a single creditor. The Company
     has  communicated  to the creditor its desire to restructure and settle the
     obligation.  Settlement discussions have included conversion of the debt to
     equity.  However,  no agreement has been made.  Enforcement of the original
     debt provisions by this creditor could have a significant adverse effect on
     the Company's cash flow and liquidity.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash:
     -----
     Cash includes all  short-term  highly liquid  investments  that are readily
     convertible  to known  amounts cash and have  original  maturities of three
     months or less.

     Inventories:
     ------------
     Inventories  consist  primarily of used  equipment,  new and used parts and
     supplies and are stated at the lower of cost (specific  identification)  or
     market.  Cartridge Care  inventories  consist of raw materials and finished
     goods  consisting  of  remanufactured  toner  cartridges.   Cartridge  Care
     inventories are stated on a FIFO basis.

     Property and equipment:
     -----------------------
     Property  and  equipment  is  recorded  at  cost  and   depreciated   on  a
     straight-line  basis over the estimated  useful lives of the assets ranging
     from 3 to 10 years.

     Goodwill:
     ---------
     Goodwill  reflects  the cost in excess of the fair  values  assigned to the
     underlying  net assets of Cartridge  Care as of its  acquisition  date. The
     Company adopted Statement of Financial  Accounting Standard (SFAS) No. 142,
     Goodwill  and Other  Intangible  Assets,  effective  January 1, 2002.  As a
     result,  the Company  discontinued  amortization  of goodwill,  and instead
     annually  evaluates  the  carrying  value of goodwill  for  impairment,  in
     accordance  with the provisions of SFAS No. 142. The Company  believes that
     there has been no impairment of the carrying  value of goodwill of $235,074
     as of December 31, 2002.  Amortization  expense of $16,516 was recorded for
     the year ended December 31, 2001.

                                       F-7
<PAGE>

     Revenue recognition:
     --------------------
     The Company  recognizes revenue on service contracts pro rata over the term
     of the  contract  or when the  service is  performed  pursuant  to terms of
     agreements with customers. Sales of parts and equipment are recognized when
     shipped or installed.  Deferred  revenue is recorded for advanced  billings
     and cash  receipts  prior to  revenue  recognition  under  terms of certain
     service contracts.

     Income taxes:
     -------------
     The Company  provides for income taxes in accordance with the provisions of
     SFAS No. 109,  Accounting  For Income  Taxes,  which  among  other  things,
     requires that the  recognition of deferred  income taxes be measured by the
     provisions  of  enacted  tax laws in  effect  at the date of the  financial
     statements.

     Advertising:
     ------------
     The Company expenses  advertising costs as incurred.  Advertising  expenses
     for the years ended  December  31,  2002 and 2001 were $3,656 and  $32,060,
     respectively.

     Financial instruments:
     ----------------------
     Financial  instruments consist primarily of accounts  receivable,  accounts
     payable,  accrued  expenses and  short-term  debt.  The carrying  amount of
     accounts receivable, accounts payable, accrued expenses and short-term debt
     approximate   fair  value  due  to  the  short-term   maturities  of  those
     instruments.

     Net income per share:
     ---------------------
     Net income per share is  calculated  using the weighted  average  number of
     shares of common stock  outstanding  during the period.  Diluted net income
     per share is  computed  giving  effect to the impact of  outstanding  stock
     options.

     Use of estimates:
     -----------------
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States 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.

     Stock-Based compensation:
     -------------------------
     SFAS  No.  123,   Accounting  for  Stock-Based   Compensation  (SFAS  123),
     established accounting and disclosure requirements using a fair-value based
     method of accounting for stock-based employee  compensation.  In accordance
     with  SFAS  123,  the  Company  has  elected  to  continue  accounting  for
     stock-based  compensation  using the intrinsic  value method  prescribed by
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees".  The pro forma  effect of the fair value method is discussed in
     Note 12.

     Impairment of long-lived assets:
     --------------------------------
     The Company reviews long-lived assets and certain identifiable  intangibles
     for impairment  whenever  events or changes in  circumstances  indicate the
     carrying  amount  of an asset  may not be  recoverable.  Recoverability  of
     assets to be held and used is measured by comparison of the carrying amount
     of an asset to future  undiscounted  cash flows expected to be generated by
     the asset. If such assets are considered to be impaired,  the impairment to
     be recognized is measured by the amount by which the carrying amount of the
     assets  exceeds the fair value of the assets.  Assets to be disposed of are
     reported  at the lower of the  carrying  amount or fair value less costs to
     sell.

                                       F-8
<PAGE>

3.   INVENTORIES

     Inventories  consisted  of the  following  at December  31,  2002:

     Finished goods                      $ 30,437
     Parts and supplies                   174,725
     Raw materials                         19,752
     Less reserve for obsolescence        (17,242)
                                        ----------
                               Total    $ 207,672
                                        ==========

     There are slow-moving inventories, which consist primarily of parts removed
     from whole equipment  items and stored until needed for future jobs.  Costs
     are allocated to these items as components of the larger piece of equipment
     from which they were removed.  Much of this  inventory  has been  allocated
     minimum costs and  management  believes the net  realizable  value of these
     items exceeds their carrying value.

4.   PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at December 31, 2002:

     Equipment                                $ 113,785
     Furnitiure and fixtures                    108,653
     Vehicles                                    18,863
     Leasehold improvements                      39,507
                                             -----------
                          Total                 280,808
     Less: accumulated depreciation            (177,025)
                                             -----------
                          Total, net          $ 103,783
                                             ===========

     Depreciation  expense  for the years ended  December  31, 2002 and 2001 was
     $69,639 and $52,843, respectively.

5.   NOTES PAYABLE

     Notes payable consist of the following at December 31, 2002:

     Installment notes payable, collateralized by vehicles,
     interest from 8% to 10% per annum, total monthly installments
       of $321 through 2004                                            $  9,575
     Investor notes payable, unsecured,  interest at 18%,
       due July 2002                                                    257,250
     Unsecured demand notes payable to investor, interest at 14%        560,000
     Unsecured demand notes payable to individuals, interest from 5%
       to 12%                                                            89,485
     Unsecured demand notes payable to director, interest at 5%          19,000
                                                                       ---------
                   Total                                                935,310
                   Less:  long term portion of installment notes         (4,776)
                                                                       ---------
                   Total current portion of debt                       $930,534
                                                                       =========

     The Company is in default on note payable obligations  totaling $905,000 at
     December 31, 2002,  but is attempting to restructure  these notes.  Accrued
     interest  associated  with these notes  totaled  approximately  $129,000 at
     December 31, 2002. See Note 1 for further discussion.

                                       F-9
<PAGE>

     During 2002, a management  employee  purchased a Company  owned  vehicle by
     assuming the remaining  obligation of $12,771,  which approximated the fair
     value of the  vehicle.  Also during  2002,  the Company  converted  expense
     reimbursements  owed a management employee and director totaling $19,000 to
     a note payable bearing interest at 5%.

6.   INCOME TAXES

     The Company  follows the provisions of SFAS No. 109,  Accounting for Income
     Taxes,  and recognizes  deferred income taxes for the  differences  between
     financial  accounting and tax bases of assets and liabilities.  A valuation
     allowance  is provided  for the portion of net deferred tax assets that are
     not more likely than not to be realized. The provision for income taxes for
     the years ended December 31, 2002 and 2001 consisted of the following:

                                                         2002           2001
                                                     -----------    -----------
     Current tax provision (benefit)                   $ (1,988)    $ (556,766)

     Deferred tax provision (benefit)                     1,988        556,766
                                                     -----------    -----------
                                            Total      $     -      $       -
                                                     ===========    ===========

     Deferred tax assets of $1,294,769 at December 31, 2002 consist primarily to
     federal net  operating  loss  carry-forwards  of  $2,941,000  and state net
     operating loss carry-forwards of $1,795,000. The carry-forwards expire from
     2004 through  2022.  The  remainder  of the  deferred tax assets  relate to
     allowances on accounts  receivable and inventories and a contingent accrual
     related to the  winding up of Net  Express.  A deferred  tax  liability  of
     $17,642  related  book and tax  differences  for  goodwill and property and
     equipment  exists at  December  31,  2002.  The net  deferred  tax asset of
     $1,273,000  at  December  31, 2002 is  substantially  offset by a valuation
     allowance of $1,132,000.  The valuation  allowance  decreased by $57,000 in
     2002.

     There was no income tax effect allocated to the net extraordinary  loss for
     the year ended  December 31, 2001 as any  potential  income tax benefit was
     fully offset by an increase to the valuation allowance.

     Reconciliation  of the effective tax rates to the statutory rates in effect
     during the years ended December 31 are as follows:

                                                2002                 2001
                                             $        %           $         %
                                         ----------------   -------------------
     Federal                             $ 2,342     15%     $(516,764)   (34%)
     State                                   937      6%       (98,793)  (6.5%)
     Change in valuation allowance and    (4,534)   (29%)      601,099   39.5%
       expiration of state NOLs                                      -      0%
     Miscellaneous                         1,255      8%        14,458      1%
                                         ----------------   -------------------
                                         $    -       0%      $      -      0%
                                         ================   ===================

                                      F-10
<PAGE>

7.   LEASES

     The Company  leases  certain of its facilities  under  long-term  operating
     leases.  Rent expense  under these leases was $104,993 and $113,130 for the
     years ended December 31, 2002 and 2001, respectively. Future minimum annual
     lease  payments  under these  agreements are as follows for the years ended
     December 31:

             2003          $ 123,278
             2004            120,245
             2005             27,251
                           ---------
                  Total    $ 270,774
                           =========

     The Company had several  capital  leases,  all of which expired  during the
     year ended December 31, 2002. Interest expense associated with these leases
     for the years ended December 31, 2002 and 2001 was not significant.

8.   CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

     The Company's accounts receivable potentially subject the Company to credit
     risk.  Approximately 70% of the accounts receivable balance at December 31,
     2002 is due from  two  customers.  In  addition,  approximately  61% of the
     Company's  revenue  was  generated  from two  customers  for the year ended
     December  31, 2002 with the largest  customer  accounting  for 57%. For the
     year ended  December 31, 2001,  approximately  57% of the  Company's  total
     revenues  were  derived  from five  customers,  with the  largest  customer
     contributing approximately 44%.

9.   EMPLOYEE BENEFIT PLAN

     The  Company  provided  benefits  through  a 401(K)  plan for all full time
     employees  who have  completed  six months of  service  and are at least 21
     years of age.  Employer  contributions to the plan are at the discretion of
     the Board of Directors.  The Company made no  contributions to the plan for
     the years ended December 31, 2002 and 2001.

10.  COMMITMENTS AND CONTINGENCIES

     The purchase  agreement  for Cartridge  Care contains a contingency  for an
     additional  723,612  shares  of the  Company's  common  stock to be  issued
     pending  resolution  of the  contingency.  The  Company is  pursuing  legal
     remedies  against  the  original  owners for  misrepresentations  made that
     materially  affect the value of  Cartridge  Care.  The sellers of Cartridge
     Care have agreed to escrow the 723,612 shares of the Company's stock on the
     pending the results of the  litigation.  The  ultimate  resolution  of this
     matter could result in an increase of the purchase price of Cartridge Care,
     which would  increase  the basis of the net assets  acquired.  The recorded
     purchase  price  reflects  management's  current best estimates of what the
     final figure will be.

     The Company is involved in another dispute with a former owner of Cartridge
     Care  wherein this  individual  is seeking  repayment  from the Company for
     $95,000 for amounts he allegedly incurred under a loan guarantee granted to
     a bank and associated legal fees he incurred. The Company is disputing this
     claim and has  offered to settle  this  matter for  $35,000 and has accrued
     $50,000  related to this  matter.  The  ultimate  outcome of this matter is
     uncertain;  however,  management  believes  that the  existing  accrual  of
     $50,000 will be sufficient to cover any ultimate settlement.

                                      F-11
<PAGE>

     The Company has accrued delinquent payroll taxes, penalties and interest of
     approximately   $48,513  at  December  31,  2002  of  which  about  $22,000
     represents taxes due. In July 2002 the Company filed an Offer in Compromise
     with the IRS  wherein it asked the IRS to waive all  remaining  penalty and
     interest.  The IRS rejected this offer,  however,  the Company believes the
     IRS erred in its  conclusions  and  intends to appeal  this  decision.  The
     ultimate  outcome of this  matter is  uncertain,  however,  the Company has
     accrued the outstanding  liability so the ultimate outcome will not have an
     adverse  impact  on  the  Company's   financial   position  or  results  of
     operations.

     The  Company  has  entered  into a  dispute  with the  former  owner of Net
     Express.  The dispute relates to certain  transactions  entered into by the
     former  owner  on  behalf  of  Net  Express  without   appropriate  Company
     management  approval.  Management  believes that all obligations  have been
     recorded and that this obligation  will  ultimately be transferred  back to
     the former owner.

     The Company has entered into a dispute with an  investment  firm related to
     funds loaned to the Company and the  Company's  common stock  subscribed by
     the investment firm and one of its related entities. The investment firm is
     claiming that it loaned the Company $25,000 that is due by the Company. The
     Company  claims that the loan was repaid in the form of common stock issued
     to the investment  firm's related entity.  The Company believes that it has
     adequate defense against the claim made by the investment firm.

11.  BUSINESS SEGMENTS

     The   Company's   revenues  are  derived  from  two  closely   related  and
     complimentary service and product segments, 1) renewable contract equipment
     maintenance services, and 2) value added equipment supply distribution. The
     following table sets forth the operating  contributions of each segment for
     the years ended December 31, 2002 and 2001:

                                      F-12
<PAGE>

                                                    2002
                                 Mainetnance      Supplies        Total
                           ------------------------------------------------
Revenues                         $ 2,137,754    $ 821,117      $ 2,958,871
Operating income(loss)               170,107       23,818          193,925
Depreciation                          59,480       10,159           69,639
Interest expense                     139,891          992          140,883
Capital additions                      5,629            -            5,629
Goodwill                                   -      235,074          235,074
Total assets                         770,857      435,087        1,205,944

                                                   2001
                                 Maintenance      Supplies        Total
                           ------------------------------------------------
Revenues                         $ 1,872,471    $ 902,476      $ 2,774,947
Operating income(loss)              (881,104)      95,796         (785,308)
Depreciation                          46,109       23,250           69,359
Interest expense                     152,218        6,703          158,921
Capital additions                     14,958        3,664           18,622
Goodwill                                   -      235,074          235,074
Total assets                         796,619      411,408        1,208,027

12.  STOCKHOLDER'S DEFICIT

     Shares  issued to employees and others for services are valued based on the
     fair  value  of  the  stock  issued  and/or  the  service  rendered.  Other
     non-monetary  common stock transactions were valued at the trading price of
     the stock at the date of the  transactions.  The following  table shows the
     number of shares  issued,  the  amount  recorded  as  expense  and basis of
     valuation  for shares  issued for services in the years ended  December 31,
     2002 and 2001.

                          Shares      Value
   Description            Issued    Per Share            Valuation Basis
----------------------   --------   ----------    ------------------------------
2002
----
   Issued for services   1,800,000    $ 0.01      Stock price at commitment date

2001
----
   Issued for services     961,667    $ 0.07      Stock price at commitment date

   Issued for employee     500,000    $ 0.13      Stock price at commitment date
     compensation

     Shares  issued for  services  during the year ended  December 31, 2002 were
     issued in five separate transactions and include 1,500,000 shares issues to
     Directors for board service. The weighted average price at the dates of the
     transactions  was $0.01 per share.  In 2001 shares issued for services were
     issued in eleven separate  transactions  with  non-affiliates at a weighted
     average price at the dates of the transactions of $0.07 per share.

     During the year ended  December  31,  2001,  the  Company  issue  shares to
     employees in five separate  transactions  with a weighted price at the date
     of the  transactions  of $0.13 per share.  There  were no shares  issued to
     employees during the year ended December 31, 2002.

                                      F-12
<PAGE>

     Additionally,  in the years ended  December 31, 2002 and 2001,  the Company
     issued 90,000 and 936,667 shares,  respectively,  in converting obligations
     for $15,000 and $180,000, respectively.

13.  INCOME (LOSS) PER SHARE

     The following  presents the  computation of basic and diluted  earnings per
     share from continuing operations:
<TABLE>
<CAPTION>

                                                   2002                                            2001
                                        Net                      Per                Net                           Per
                                       Income      Shares       Share               Loss           Shares         Share
                                    ----------------------------------       ------------------------------------------
<S>                                 <C>           <C>           <C>          <C>                 <C>             <C>
Net income  (loss)                     $ 15,614                                 $ (1,519,895)
Extraordinary items                           -                                      737,350
Discontinued operations                       -                                       73,260
                                    -----------                              ----------------
Income(loss) from
   continuing operations               $ 15,614                                   $ (709,285)
                                    ===========                              ================
Basic income (loss) per share
Income (loss) available to common
   stockholders                        $ 15,614   25,705,509       **             $ (709,285)    22,045,674      $ (0.03)

Effect of dilutive securities            N/A         N/A                            N/A             N/A
Diluted income (loss) per share        $ 15,614   25,705,509       **             $ (709,285)    22,045,674      $ (0.03)
                                    ===========                              ================
</TABLE>

** Less than $0.01 per share

     Stock options to purchase  3,255,000  and 2,700,000  shares of common stock
     were  outstanding  at  December  31,  2002  and  2001  respectively.  These
     securities were excluded from the computation of diluted earnings per share
     in for the years ended  December  31,  2002 and 2001  because the effect of
     their inclusion would be anti-dilutive.

14.  STOCK OPTIONS

     The Company  issues  stock  options  from time to time to  executives,  key
     employees  and members of the Board of  Directors.  The Company has adopted
     the  disclosure-only   provisions  of  Statement  of  Financial  Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation," and continues
     to account for stock based  compensation  using the intrinsic  value method
     prescribed by Accounting  Principles Board Opinion No. 25,  "Accounting for
     Stock Issued to  Employees".  All stock options  granted in the year2 ended
     December 31, 2002 and 2001 had exercise prices at or higher than the quoted
     market  price of the  Company's  common  stock at the dates of the  grants.
     Accordingly, no compensation cost has been recognized for the stock options
     granted to employees. Had compensation cost for the Company's stock options
     been  determined  based on the fair  value at the  grant  date for  awards,
     consistent  with the  provisions  of SFAS No. 123, the Company's net income
     (loss) and income  (loss) per share  would have been  increased  to the pro
     forma amounts indicated below:

                                      F-13
<PAGE>

                                                    2002           2001
                                                 ---------     ------------
     Net income (loss) - as reported             $ 15,614      $(1,519,895)
     Net income (loss) - pro forma               $ (2,611)     $(1,583,675)
     Net income (loss) per share - as reported         **      $     (0.07)
     Net income (loss) per share - pro forma           **      $     (0.07)

** Less than $0.01 per share


     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes  option-pricing model with the following  assumptions for
     years ended December 31:

                                            2002              2001
                                            ----              ----
            Dividend yield                  None              None
            Volatility                      6.741            6.963
            Risk free interest rate         5.32%            4.18%
            Expected life                  5 years         2.5 years

     In 2000,  the Company's  stockholders  approved a Long-Term  Incentive plan
     that reserves  1,000,000  shares of the Company's common stock for employee
     stock based incentive  plans.  The 1,000,000 shares reserved under the 2000
     employee  option plan are set  set-aside for rank and file  employees.  The
     board  of  directors  has  discretion  to grant  options  to  officers  and
     directors in addition the Long-Term Incentive Plan.

     During the year ended  December  31,  2002 and 2001,  the  Company  granted
     555,000 and 2,000,000  options  respectively  to certain  directors and key
     employees.  The 2001 options vested  immediately  and the 2002 options vest
     over one year.  The 2002 options were granted at an exercise price of $0.02
     per share and the 2001 options at $0.03 per share, the fair market value of
     the  underlying  shares  on the dates of grant  for both  grants.  The 2002
     options  expire upon employee  termination  and the 2001 options  expire 36
     months from date of grant.  The summary of activity for the Company's stock
     options is presented below:

<TABLE>
<CAPTION>
                                                                              Weighted                    Weighted
                                                                               Average                    Average
                                                                              Exercise                    Exercise
                                                                 2002           Price         2001         Price
                                                                 ----           -----         ----         -----
<S>                                                             <C>            <C>         <C>             <C>
      Options outstanding at beginning of year                    2,700,000     $ 0.16        700,000      $ 0.55
      Granted                                                       555,000     $ 0.02      2,000,000      $ 0.03
      Exercised                                                         -0-                       -0-
      Terminated/Expired                                                -0-                       -0-
      Options outstanding at end of year                          3,255,000     $ 0.14      2,700,000      $ 0.16
      Options exercisable at end of year                          2,700,000     $ 0.16      2,700,000      $ 0.16
      Options available for grant at end of year                    445,000                 1,000,000
      Price per share of options outstanding                     $0.02-$.55                $0.03-$.55
      Weighted average remaining contractual lives               2.78 years                2.78 years
      Weighted average fair value of options granted                  $0.02                     $0.03
      during the year
</TABLE>

                                      F-14
<PAGE>

15.  EXTRAORDINARY ITEMS

     Default of Subscription Receivable

     In 1999 the Company  entered into a transaction  with two investment  firms
     wherein it issued 2,624,672 shares of its common stock (1,312,336 shares to
     each) in  return  for two  notes  receivable  in the  principal  amount  of
     $400,000  and  interest  of 6% per annum.  As part of the  transaction  the
     investment  firms were  engaged to assist the  Company in building a public
     market for its then newly listed common stock.  The investment firms agreed
     to repay the notes and  interest  from the  proceeds of selling  certain of
     their  shares of stock in the open  market.  The notes'  original  2000 due
     dates  were  extended  to  2001  but  when  presented  for  collection  the
     investment firms defaulted. The wrote off the notes, resulting in a loss of
     $800,000 in the year ended December 31, 2001. There is no income tax effect
     on this  transaction  because  any income tax benefit has been offset by an
     equal valuation allowance.

     Debt Forgiveness Income

     In  November  2001 an investor  and the  Company  agreed to rescind a stock
     subscription  agreement  wherein the Company was to issue  shares of Common
     Stock in exchange for a) the  conversion  of a note due the investor in the
     amount of $67,901 and b) for certain  debt  placement  fees related to debt
     contributed by the investor to the Company.  The Company recorded income of
     $62,650   during  the  year  ended   December  31,  2001  related  to  this
     transaction.

16.  DISCONTINUED OPERATIONS

     In April 2001 the Company discontinued the operations of Net Express, Inc.,
     its integration subsidiary,  and moved to dispose of the net assets of that
     business,  which  management  anticipates  completing in 2003.  The Company
     anticipates abandoning the remaining assets and negotiating the liabilities
     through an orderly  liquidation or through  bankruptcy.  No operations were
     conducted  in the  subsidiary  during the years ended  December 31, 2002 or
     2001.

     Discontinued assets are carried at their expected net realizable values and
     liabilities at their face values.  At December 31, 2002, Net Express,  Inc.
     had no assets and its only liability was a $48,459 obligation to its former
     owner.

                                   * * * * * *

                                      F-15

<PAGE>



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons:

Executive Officers and Directors


     Set forth  below are the  names,  ages,  positions,  with the  Company  and
business  experiences of the executive officers and directors of the Company who
served during the year 2002.


                                                              Position(s) with
      Name                          Age                           Company
--------------------                ---                   ----------------------
Donald E. McIntyre                  78                        Chairman
Michael L. Hirschey                 47                        CEO and Director
Jerry M.  Washburn                  59                        Director
Thomas E. Glasgow                   48                        Director


     In January  2001,  at a meeting of the Board of  Directors,  the  Directors
elected to fill a vacancy to the Board of Directors  with Thomas E. Glasgow.  At
the same meeting of the Board of Directors, Jerry Washburn resigned his position
as Chairman of the Board, but retained his positions as Chief Executive  Officer
and Director.  Thomas Glasgow was then elected to serve as Chairman of the Board
until the next annual meeting of the shareholders.

     In  January  2002,  Donald E.  McIntyre  was  appointed  to the Board as an
outside Director to fill the vacancy of Donald C. Gause.

     In January 2003 Michael L.  Hirschey was appointed to the Board to fill the
vacancy of Norman E. Clarke.

     In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
was  terminated as the acting Chief  Operating  Officer of the Company and Jerry
Washburn  resigned as President and Chief  Executive  Officer of the Company but
both retained their Directorships of the Company.  Mr. Glasgow was terminated as
an  officer  for cause  because  of  violations  of  certain  provisions  of his
employment  agreement  with the Company.  Michael L.  Hirschey was  appointed as
Chief Executive Officer of the Company replacing Jerry Washburn.

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

     In addition to serving on the board of the Company, Mr. Glasgow also serves
as a  board  member  of the  public  company:  Miracor  Diagnostics.  Donald  E.
McIntyre,  in addition to his service on the OneSource Board, also serves on the
Board of Directors  of Cragar  Industries,  Inc., a public  company as well as a
number of private Boards.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

                                       20
<PAGE>

Business Experience

     Donald E. McIntyre  joined the  Company's  Board of Directors as an outside
Director in January 2002.  In addition to his position on the  Company's  Board,
Don sits as an outside  director  on the board of  directors  of another  public
company (Cragar Industries,  Inc.) and the boards of three private corporations.
For the past  five  years  Don has been the  principal  of  McIntyre  Investment
Companies,  Inc.  Don is  presently  the  CEO  and  Chairman  of the  AmeriFirst
Foundation and has been the CEO of four other companies leading to his extensive
business and  corporate  governance  experience.  As a former CEO his  expertise
focuses on finance,  operations and governance.  McIntyre holds a BS in Business
from Iowa State  University.  In addition to attending  Drake Law School and the
Michigan State University  School of  Organizational  Management,  Don has had a
long  association  with the Business  College at Arizona State University and is
the founder of the McIntyre Center for Corporate Governance at that university.

     Michael  Hirschey  joined  the  Company in 2003 and has over  twenty  years
experience in senior management positions. During 2001 and 2002 Michael has been
the CEO of  Cooper-Software  Company  and  prior  to that was the  principal  of
Resurrence,  Inc., a  management  consulting  professional  services  firm.  Mr.
Hirschey,  founder and principal of Partners Resource  Management,  Inc., brings
over twenty years of experience in enterprise  management,  business and product
development  and sales and marketing  management.  Mr.  Hirschey was  previously
Chairman  and CEO of The  Partners  Group,  a $75M  technology  outsourcing  and
consulting  company.  After Partners was acquired by SCB Technologies,  Hirschey
served as SCB's Executive Vice-president for Consulting and Outsourcing.  He has
successfully  led the  resurgence of a Fortune 500  organization,  developed the
foundation for and taken public a company which now consistently ranks among the
`Top 10 Most  Profitable  Small  Businesses  in  America.'  Michael was also the
Former  Executive  Vice-president  and COO of Financial ERP company Jack Henry &
Associates. Hirschey has a BS from Louisiana State University.

     Jerry  Washburn has been the CEO and  president of the Company for the past
five years and has many years of financial  and  administrative  experience in a
variety of business  situations.  Jerry, a CPA, spent ten (10) years with Arthur
Andersen & Co.,  LLC where among other  things he managed two (2) of that firm's
Fortune 200 audit clients.  Following Andersen, Mr. Washburn served as President
of Total Information  Systems,  Inc., ("TIS") for eight (8) years,  during which
time he successfully  guided this vertical market computer software company from
its inception and startup through eventual sale in 1989. At the time of its sale
TIS had over three hundred (300) customer installations in forty-one (41) states
and five  provinces.  Prior to joining  the  Company,  he worked for a number of
closely  held  business  owners as an  advisor  on a variety  of  financial  and
operational  matters.  Mr. Washburn is presently a partner in the Phoenix office
of the national firm of Tatum CFO Partner,  LLP. Mr. Washburn has a BS degree in
Accounting from Brigham Young University.

     Thomas Glasgow joined the Company in 2001 and or the past two years was the
acting  COO  of  the  Company.  Prior  thereto  Glasgow  was  the  President  of
Tradesolutions,   Inc.,  a  software  company  based  in  Chicago.  Glasgow  was
instrumental in leading successful turnarounds at several companies in the three
previous  years. An alumnus of the United States Marine Corps (Captain) and Vice
President  of  Federal  Express  Corporation,  Glasgow  is  a  graduate  of  the
University of Illinois with BS in  Criminology  and holds an MBA degree from the
Kellogg School of Management - Northwestern University.

Compliance with Beneficial Ownership Reporting

     None of the Officers, Directors or Beneficial Owners of the Company's stock
failed to file the reports  required by section 16(a) of the Exchange Act during
the most recent fiscal year.

Item 10. Executive Compensation

                                       21
<PAGE>

The  following  sets  forth the  compensation  paid to the  Company's  executive
officers.

<TABLE>
<CAPTION>
                                                                             Long-Term Compensation

                                        Annual Compensation             Awards       Payouts         Other

                                                                      Restricted    Number of
                                 Fiscal                                 Stock       Securities/      LTIP     All Other
     Name & Position              Year    Salary    Bonus   Other      Awards          SARs        Payments   Compensation
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>        <C>    <C>          <C>         <C>             <C>          <C>
Thomas E. Glasgow, Chair         2002    $60,000    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
                                 2001    $60,000    $0.00  $  0.00      $51,000     1,700,000       $0.00        $0.00
                                 2000    $  0.00    $0.00  $  0.00      $  0.00     $    0.00       $0.00        $0.00

Jerry M. Washburn,               2002    $48,000    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
      CEO                        2001    $83,000    $0.00  $  0.00      $ 6,000       200,000       $0.00        $0.00
                                 2000    $93,776    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
                                 1999    $51,000    $0.00  $  0.00      $60,000       200,000       $0.00        $0.00

Ford L. Williams (former CFO)    2001    $30,000    $0.00  $  0.00      $ 8,400       200,000       $0.00        $0.00
                                 2000    $30,000    $0.00  $  0.00      $  0.00       None          $0.00        $0.00


Donald C. Gause,  Director       2001    $  0.00    $0.00  $  0.00      $ 3,000       100,000       $0.00        $0.00
(former Secretary and            2000    $24,921    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
Treasurer)                       1999    $46,200    $0.00  $  0.00      $75,000       250,000       $0.00        $0.00

William B. Meger,                2000    $ 5,308    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
Director  and sales person       1999    $24,792    $0.00  $  0.00      $  0.00       None          $0.00        $0.00

                                 2000    $47,917    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
Maurice E. Mallette              1999    $37,500    $0.00  $  0.00      $  0.00       None          $0.00        $0.00


Daniel C. Webb                   1999     41,500    $0.00  $79,800      $  0.00       None          $0.00        $0.00
 Vice President - Sales
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employee.

(2)  Mr.  Glasgow  started  with the  Company  in January  2001 and  accordingly
     received no compensation for the year 2000.

(3)  Mr. Williams  started with the Company in June 2000 and left the Company in
     July 2001.

(4)  Gause  started  with the Company in June 1998 and left in May 2000.  He was
     compensated  for his Board  service in the balance of 2000 and part of 2001
     with a stock option award.

                                       22
<PAGE>

(5)  During 1998, Mr. Washburn and Mr. Gause were not paid regular  salaries but
     took draws in lieu thereof as cash flows  permitted.  The amounts  shown as
     "salaries" represent the total of each officer's draws for 1998.

(6)  In addition to his Director position,  Meger was employed by the Company as
     a sales  person  in  1998,  1999 and  2000.  Meger's  "other  compensation"
     consisted of sales commissions paid for services rendered.

(7)  Mallette was President of the Company's wholly owned subsidiary,  Cartridge
     Care, Inc. and a former Director of the Company.

(8)  Webb  started  with the Company in mid 1998 and was an officer and Director
     in 1998 and part of 1999 but as of December 31,  1999,  he was a commission
     sales  person  only.  Webb's  "other"  compensations   consisted  of  sales
     commissions paid in 1998 and 1999 for services.

(9)  In January  2001,  at a meeting of the Board of  Directors,  the  Directors
     elected to fill a vacancy to the Board of Directors with Thomas E. Glasgow.
     At the same meeting of the Board of Directors,  Jerry Washburn resigned his
     position as Chairman of the Board,  but  retained  his  positions  as Chief
     Executive Officer and Director. Thomas Glasgow was then elected to serve as
     Chairman of the Board until the next annual meeting of the shareholders.

(10) In January  2001,  the Company  entered into an employment  agreement  with
     Thomas  E.  Glasgow,  the  Company's  current  Chairman.  The  term  of the
     agreement is for a period of two (2) years.  Mr. Glasgow  committed to work
     at least eight (8) business days per month. For such services,  Mr. Glasgow
     is to receive an annual  salary of $60,000,  until such time as the Company
     yields positive cash flow for two (2) consecutive months. At that time, his
     salary will be increased to $72,000 per annum.  Mr.  Glasgow also  received
     500,000  shares of the Company's  restricted  common stock and an option to
     purchase an additional  1,250,000 shares of the Company's restricted common
     stock at a price of $0.19  per  share.  Of these  options,  750,000  vested
     already  and are  exercisable  for a period  of five (5) years and five (5)
     months.  Additionally,  500,000 more will vest upon the  occurrence of: (i)
     the Company achieves positive cash flow for a period of two (2) consecutive
     quarters;  (ii) annualized sales trending exceeds $3.2 million;  or (3) the
     Company's sales growth exceeds by ten percent (10%) of CY annualized  sales
     for two (2)  consecutive  quarters.  These  options are  exercisable  for a
     period  of five  (5)  years  from the  date  they  vest.  All  options  are
     extinguished in the event the Company is sold. Mr. Glasgow is also entitled
     to receive a  commission  of five  percent  (5%) for any  single  financing
     transaction arranged or facilitated by him in excess of $500,000,  provided
     that the cumulative transaction fees do not exceed twelve percent (12%). In
     the event of a merger,  amalgamation  or change of control,  Mr. Glasgow is
     entitled to a commission  equal to the lesser of three  percent (3%) of the
     value of such  transaction  or  $100,000.  For such  offering,  the Company
     relied upon the 506 Exemption and Section 14-4-140 of the Arizona Code. See
     Part III, Item 11.  "Security  Ownership of Certain  Beneficial  Owners and
     Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
     Transactions".

(11) In January 2001, the Company entered into  indemnification  agreements with
     Jerry M.  Washburn,  the Company's  current  President,  CEO,  Director and
     acting Secretary and Treasurer and Thomas E. Glasgow, the Company's current
     Chairman, wherein the Company agreed to indemnify them for their service as
     officers and  directors  of the Company in the event the need  arises.  See
     Part III, Item 11.  "Security  Ownership of Certain  Beneficial  Owners and
     Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
     Transactions".

                                       23
<PAGE>

(12) In  December  2001,  Donald C.  Gause  and  Norman E.  Clarke  resigned  as
     Directors of the Company.  Neither resigned because of a disagreement  with
     the  registrant  on any matter  relating  to the  registrant's  operations,
     policies or practices and neither  furnished the  registrant  with a letter
     requesting that the matter be disclosed.  See Part III, Item 11.  "Security
     Ownership of Certain Beneficial Owners and Management";  and Part III, Item
     12. "Certain Relationships and Related Transactions".

(13) In December  2001,  the Company's  directors,  at a meeting of the Board of
     Directors,  approved  the  issuance  of options to  purchase  shares of the
     Company's common stock. Thomas E. Glasgow,  the Company's current Chairman,
     Jerry Washburn,  the Company's current President,  CEO, Director and acting
     Secretary and Treasurer and Donald Gause, a former Director of the Company,
     received options to purchase  1,700,000,  200,000 and 100,000 shares of the
     Company's  restricted  common stock at an exercise price of $0.03 per share
     for a period of three (3) years, respectively. The directors also rescinded
     approval of a previous  issuance of 500,000 shares of the Company's  common
     stock to Thomas E. Glasgow. For such offering,  the Company relied upon the
     506 Exemption and Section  14-4-140 of the Arizona Code. See Part III, Item
     11. "Security  Ownership of Certain Beneficial Owners and Management";  and
     Part III, Item 12. "Certain Relationships and Related Transactions".

(14) In January  2001,  at a meeting of the Board of  Directors,  the  Directors
     elected to fill a vacancy to the Board of Directors with Thomas E. Glasgow.
     Subsequently,  Jerry  Washburn  resigned  his  position  as Chairman of the
     Board, but retained his positions as President, Chief Executive Officer and
     as a Director.  Thomas Glasgow was then elected to serve as Chairman of the
     Board until the next annual meeting of the shareholders. See Part III, Item
     11. "Security  Ownership of Certain Beneficial Owners and Management";  and
     Part III, Item 12. "Certain Relationships and Related Transactions".

(15) In January  2003,  at a meeting of the Board of  Directors,  the  Directors
     elected to fill the vacancy  created by the  resignation of Norman E. Clark
     with  Michael  L.  Hirschey.  .........  See Part III,  Item 11.  "Security
     Ownership of Certain Beneficial Owners and Management";  and Part III, Item
     12. "Certain Relationships and Related Transactions".

(16) In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
     was  terminated  as the acting Chief  Operating  Officer of the Company and
     Jerry  Washburn  resigned as President and Chief  Executive  Officer of the
     Company but both retained their  Directorships of the Company.  Mr. Glasgow
     was  terminated  as an officer for cause  because of  violations of certain
     provisions  of his  employment  agreement  with  the  Company.  Michael  L.
     Hirschey was appointed as Chief Executive Officer of the Company succeeding
     Jerry Washburn.

                                       24
<PAGE>

The following table sets forth the officers and Directors that have been granted
stock options as of December 31, 2002.

<TABLE>
<CAPTION>

                                                      % of Total Options/
                                                       SARs Granted to
                                  Options/SARs         Employees in Fiscal      Exercise or Base
       Name & Position              Granted                 Year                 Price per share    Expiration Date
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                       <C>                <C>
  Thomas E. Glasow (1)              200,000                 10%                     $0.03          28 December 2004
    Chairman

  Jerry M. Washburn (1)             200,000                 10%                     $0.03          28 December 2004
  CEO and Director

  Donald C. Gause (1)               100,000                  5%                     $0.03          28 December 2004
  (former Off/Dir),

  Thomas E. Glasgow(2)            1,500,000                 75%                     $0.03          28 December 2004
  Chairman

-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  These options for purchase of Company  stock were granted as  consideration
     for service as Directors  during 2001.  Other Directors not included herein
     that served for part of the year, William B. Meger,  Norman Clarke and Ford
     Williams  were  previously  given  stock  grants  during the year for their
     service.

(2)  This option is in consideration for Mr. Glasgow's  commitment to expand his
     involvement  in the  Company's  day-to-day  operations  and to  assume  tot
     position  as  the  Company's  Chief   Operations   Officer  (COO)  for  the
     foreseeable future.

Employee Contracts and Agreements

     In  February  2003 at a Meeting of the Board of  Directors,  the  Directors
terminated  the  Employment  Contract  with  Thomas E.  Glasgow  and the Company
currently has no  employment  agreements  with any of its executive  officers or
employees.

Key Man Life Insurance

     The Company has no Key Man Life Insurance  coverage for any of its officers
or directors.

Employee and Consultants Stock Option Plans

     The  Company  has a  shareholder  approved  Long-term  Incentive  Plan that
permits the execution of certain stock based  incentive  plans for employees and
others.  At December 31, 2002 no option plans had been granted  pursuant to this
Plan.

Compensation of Directors

     In February 2003 at a meeting of the Board of Directors of the Company, the
Directors as  permitted  by the By-laws of the Company,  set fees for the coming
year for Director  participation in Regular and Special meetings of the Board at
$1,000 and or Director participation in Committee meetings of the Board at $250.

Item 11. Security Ownership of Certain Beneficial Owners and Management:

                                       25
<PAGE>

     The  following  table sets  forth  information  as of  December  31,  2002,
regarding the ownership of the Company's common stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of common stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of common stock
beneficially owned.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Name and Address of                 Title of    Amount and Nature of       Percent of
Beneficial Owner                    Class        Beneficial Owner             Class
----------------------------------------------------------------------------------------
<S>                                 <C>         <C>                        <C>
Jerry M. Washburn                    Common          3,400,000                12.7%

William B. Meger                     Common          3,085,772                11.5%

Blackwater Capital Partners          Common          2,937,219                10.9%


Donald E McIntyre                    Common            250,000                   1%

Thomas E. Glasgow                    Common          1,040,000                 4.0%

Michael L. Hirschey                  Common                  0                   0%

All Executive Officers and           Common          4,690,000                17.5%
Directors as a Group
(Four (4) persons)
</TABLE>

(1)  The address for each of the above is c/o OneSource Technologies, Inc., 7419
     East Helm Drive, Scottsdale, AZ 85260.

(2)  In January  2001,  the Company  entered into an employment  agreement  with
     Thomas  E.  Glasgow,  the  Company's  current  Chairman.  The  term  of the
     agreement is for a period of two (2) years.  Mr. Glasgow  committed to work
     at least eight (8) business days per month. For such services,  Mr. Glasgow
     is to receive an annual  salary of $60,000,  until such time as the Company
     yields positive cash flow for two (2) consecutive months. At that time, his
     salary will be increased to $72,000 per annum.  Mr.  Glasgow also  received
     500,000  shares of the Company's  restricted  common stock and an option to
     purchase an additional  1,250,000 shares of the Company's restricted common
     stock at a price of $0.19  per  share.  Of these  options,  750,000  vested
     already  and are  exercisable  for a period  of five (5) years and five (5)
     months.  Additionally,  500,000 more will vest upon the  occurrence of: (i)
     the Company achieves positive cash flow for a period of two (2) consecutive
     quarters;  (ii) annualized sales trending exceeds $3.2 million;  or (3) the
     Company's sales growth exceeds by ten percent (10%) of CY annualized  sales
     for two (2)  consecutive  quarters.  These  options are  exercisable  for a
     period  of five  (5)  years  from the  date  they  vest.  All  options  are
     extinguished in the event the Company is sold. Mr. Glasgow is also entitled
     to receive a  commission  of five  percent  (5%) for any  single  financing
     transaction arranged or facilitated by him in excess of $500,000,  provided
     that the cumulative transaction fees do not exceed twelve percent (12%). In
     the event of a merger,  amalgamation  or change of control,  Mr. Glasgow is
     entitled to a commission  equal to the lesser of three  percent (3%) of the
     value of such  transaction  or  $100,000.  For such  offering,  the Company
     relied upon the 506 Exemption and Section 14-4-140 of the Arizona Code. See
     Part III, Item 12. "Certain Relationships and Related Transactions".

                                       26
<PAGE>

(3)  In January 2001, the Company entered into  indemnification  agreements with
     Jerry M.  Washburn,  the Company's  current  President,  CEO,  Director and
     acting Secretary and Treasurer and Thomas E. Glasgow, the Company's current
     Chairman, wherein the Company agreed to indemnify them for their service as
     officers and  directors  of the Company in the event the need  arises.  See
     Part III, Item 12. "Certain Relationships and Related Transactions".

(4)  In  December  2001,  Donald C.  Gause  and  Norman E.  Clarke  resigned  as
     Directors of the Company.  Neither resigned because of a disagreement  with
     the  registrant  on any matter  relating  to the  registrant's  operations,
     policies or practices and neither  furnished the  registrant  with a letter
     requesting  that the matter be disclosed.  See Part III, Item 12.  "Certain
     Relationships and Related Transactions".

(5)  In December  2001,  the Company's  directors,  at a meeting of the Board of
     Directors,  approved  the  issuance  of options to  purchase  shares of the
     Company's common stock. Thomas E. Glasgow,  the Company's current Chairman,
     Jerry Washburn,  the Company's current President,  CEO, Director and acting
     Secretary and Treasurer and Donald Gause, a former Director of the Company,
     received options to purchase  1,700,000,  200,000 and 100,000 shares of the
     Company's  restricted  common stock at an exercise price of $0.03 per share
     for a period of three (3) years, respectively. The directors also rescinded
     approval of a previous  issuance of 500,000 shares of the Company's  common
     stock to Thomas E. Glasgow. For such offering,  the Company relied upon the
     506 Exemption and Section  14-4-140 of the Arizona Code. See Part III, Item
     12. "Certain Relationships and Related Transactions".

(6)  In January  2001,  at a meeting of the Board of  Directors,  the  Directors
     elected to fill a vacancy to the Board of Directors with Thomas E. Glasgow.
     Subsequently,  Jerry  Washburn  resigned  his  position  as Chairman of the
     Board, but retained his positions as President, Chief Executive Officer and
     as a Director.  Thomas Glasgow was then elected to serve as Chairman of the
     Board until the next annual meeting of the shareholders. See Part III, Item
     12. "Certain Relationships and Related Transactions".

(7)  In January  2003,  at a meeting of the Board of  Directors,  the  Directors
     elected to fill the vacancy  created by the  resignation of Norman E. Clark
     with Michael L. Hirschey

(8)  In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
     was  terminated  as the acting Chief  Operating  Officer of the Company and
     Jerry  Washburn  resigned as President and Chief  Executive  Officer of the
     Company but both retained their  Directorships of the Company.  Mr. Glasgow
     was  terminated  as an officer for cause  because of  violations of certain
     provisions  of his  employment  agreement  with  the  Company.  Michael  L.
     Hirschey was appointed as Chief Executive Officer of the Company succeeding
     Jerry Washburn

     There are no arrangements  which may result in the change of control of the
Company.

Item 12. Certain Relationships and Related Transactions

     In January  2001,  the Company  entered into an employment  agreement  with
Thomas E. Glasgow, the Company's current Chairman.  The term of the agreement is
for a period of two (2) years. Mr. Glasgow  committed to work at least eight (8)
business days per month. For such services,  Mr. Glasgow is to receive an annual
salary of $60,000,  until such time as the Company yields positive cash flow for
two (2)  consecutive  months.  At that time,  his salary  will be  increased  to
$72,000 per annum.  Mr.  Glasgow also received  500,000  shares of the Company's

                                       27
<PAGE>

restricted common stock and an option to purchase an additional 1,250,000 shares
of the Company's restricted common stock at a price of $0.19 per share. Of these
options,  750,000  vested already and are  exercisable  for a period of five (5)
years  and five (5)  months.  Additionally,  500,000  more  will  vest  upon the
occurrence of: (i) the Company  achieves  positive cash flow for a period of two
(2) consecutive  quarters;  (ii) annualized sales trending exceeds $3.2 million;
or (3) the Company's  sales growth exceeds by ten percent (10%) of CY annualized
sales for two (2)  consecutive  quarters.  These options are  exercisable  for a
period of five (5) years from the date they vest.  All options are  extinguished
in the event the  Company is sold.  Mr.  Glasgow is also  entitled  to receive a
commission of five percent (5%) for any single financing transaction arranged or
facilitated  by  him  in  excess  of  $500,000,  provided  that  the  cumulative
transaction  fees do not exceed twelve percent (12%).  In the event of a merger,
amalgamation or change of control, Mr. Glasgow is entitled to a commission equal
to the  lesser  of  three  percent  (3%) of the  value  of such  transaction  or
$100,000.  For such  offering,  the Company  relied upon the 506  Exemption  and
Section 14-4-140 of the Arizona Code.

     In January 2001, the Company entered into  indemnification  agreements with
Jerry M. Washburn,  the Company's  current  President,  CEO, Director and acting
Secretary and Treasurer and Thomas E. Glasgow,  the Company's  current Chairman,
wherein the Company  agreed to indemnify  them for their service as officers and
directors of the Company in the event the need arises.

     In  December  2001,  Donald C.  Gause  and  Norman E.  Clarke  resigned  as
Directors of the Company.  Neither resigned  because of a disagreement  with the
registrant on any matter relating to the  registrant's  operations,  policies or
practices and neither furnished the registrant with a letter requesting that the
matter be disclosed.

     In December  2001,  the Company's  directors,  at a meeting of the Board of
Directors,  approved the issuance of options to purchase shares of the Company's
common stock. Thomas E. Glasgow, the Company's current Chairman, Jerry Washburn,
the  Company's  current  President,  CEO,  Director  and  acting  Secretary  and
Treasurer and Donald Gause, a former Director of the Company,  received  options
to purchase  1,700,000,  200,000 and 100,000 shares of the Company's  restricted
common  stock at an exercise  price of $0.03 per share for a period of three (3)
years,  respectively.  The  directors  also  rescinded  approval  of a  previous
issuance of 500,000  shares of the Company's  common stock to Thomas E. Glasgow.
For such  offering,  the  Company  relied  upon the 506  Exemption  and  Section
14-4-140 of the Arizona Code.

     In January  2001,  at a meeting of the Board of  Directors,  the  Directors
elected  to fill a vacancy to the Board of  Directors  with  Thomas E.  Glasgow.
Subsequently, Jerry Washburn resigned his position as Chairman of the Board, but
retained his positions as President,  Chief Executive Officer and as a Director.
Thomas Glasgow was then elected to serve as Chairman of the Board until the next
annual meeting of the shareholders.

                                       28
<PAGE>

     Between January 2001 and the filing of this report, 3,534,025 shares of the
Company's  restricted  common  stock  were  issued  to four (4)  individuals  in
connection with funding,  2,206,404  shares of the Company's  restricted  common
stock  were  issued  to  seventeen   (17)   individuals   in   connection   with
employee/consulting  services, 920,000 shares of the Company's restricted common
stock were issued to twelve (12)  individuals  in connection  with funding which
occurred in November 2000 and 75,000 shares of the Company's unrestricted common
stock was issued to the  Company's  legal  counsel for legal  services  rendered
pursuant to a Registration Statement filed on Form S-8. For such issuances,  the
Company  relied upon the 506  Exemption,  Section  14-4-140 of the Arizona Code,
Section  517.061(11) of the Florida Code,  Section 130.293 of the Illinois Code,
Section  11.602 of the Maryland Code,  Rule 803.7 and Section  402(b)(21) of the
Michigan Code,  Section 211(b) of the Pennsylvania  Code and Section 48-2-125 as
interpreted by Rule 0780-4-2-.11.  of the Tennessee Code. No state exemption was
necessary for the sale(s) to Canadian resident(s).

     Between  January 2002 and the filing of this report,  390,000 shares of the
Company's  restricted  common  stock  were  issued  to two (2)  individuals  for
settlement of outstanding  notes  payable,  to one (1) individual for consulting
services and the  Company's  legal  counsel for legal  services on behalf of the
Company. For such issuances, the Company relied upon the 506 Exemption,  Section
14-4-140 of the Arizona Code and Section  517.061(11)  of the Florida Code.  See
Part I,  Item 1.  "Description  of  Business  - (b)  Business  of  Registrant  -
Employees and Consultants.

     In January  2003,  at a meeting of the Board of  Directors,  the  Directors
elected to fill the vacancy  created by the  resignation of Norman E. Clark with
Michael L. Hirschey.

     In February 2003 at a meeting of the Board of Directors,  Thomas E. Glasgow
was  terminated as the acting Chief  Operating  Officer of the Company and Jerry
Washburn  resigned as President and Chief  Executive  Officer of the Company but
both retained their Directorships of the Company.  Mr. Glasgow was terminated as
an  officer  for cause  because  of  violations  of  certain  provisions  of his
employment  agreement  with the Company.  Michael L.  Hirschey was  appointed as
Chief Executive Officer of the Company succeeding Jerry Washburn.

Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.            Description
-------------    --------------------------------------------------------------
3.(i).1  [1]     Certificate of Incorporation of L W Global (U.S.A.), Inc.
                 filed August 27, 1996.

3.(i).2  [1]     Certificate of Amendment of Certificate of Incorporation filed
                 January 16, 1997.

3.(i).3  [1]     Certificate of Amendment of Certificate of Incorporation
                 changing name to Micor Technologies, Inc. dated July 28, 1997.

3.(i).4  [1]     Certificate of Amendment of Certificate of Incorporation
                 changing name to OneSource Technologies, Inc. dated
                 August 22, 1997.

3.(ii).1 [1]     Bylaws of L W Global (U.S.A.), Inc.

4.1      [1]     Form of Private Placement Offering of 1,200,000 common shares
                 at $0.01 per share dated September 10, 1996.

                                       29
<PAGE>


4.2      [1]     Form of Private Placement Offering of 300,000 common shares at
                 $0.01 per share dated July 14, 1997.

4.3      [1]     Form of Private Placement Offering of 575,000 common shares at
                 $0.50 per share dated September 17, 1997.

5.1      [4]     Opinion of Mintmire & Associates

10.1     [1]     Share Exchange Agreement between L W Global (U.S.A.), Inc. and
                 Micor Technologies, Inc. dated July 15, 1997.

10.2     [1]     King Soopers Agreement dated September 1, 1998.

10.3     [1]     Attachment B to King Soopers Agreement dated September 1,
                 1998.

10.4     [1]     King Soopers Contract Renewal and Extension dated September 8,
                 1999.

10.5     [1]     Promissory Note by Cossack Financial, LLC in favor of the
                 Company dated March 31, 1999.

10.6     [1]     Agreement to Extend Promissory Note by Cossack Financial, LLC
                 in favor of the Company dated January 3, 2000.

10.7     [1]     Promissory Note by Titan Capital Partners, LLC in favor of the
                 Company dated March 31, 1999.

10.8     [1]     Agreement to Extend Promissory Note by Titan Capital Partners,
                 LLC in favor of the Company dated January 4, 2000.

10.9     [1]     Share Exchange Agreement with Net Express, Inc. dated
                 April 15, 1999.

10.10    [1]     Stock Redemption Agreement (Exhibit A to Net Express Share
                 Exchange).

10.11    [1]     Employment Agreement (Exhibit B to Net Express Share
                 Exchange).

10.12    [1]     Stock Purchase Agreement with Blackwater Capital Partners II,
                 L.P. dated May 26, 1999.

10.13    [1]     Investor Rights Agreement with Blackwater Capital Partners II,
                 L.P. dated May 26, 1999.

10.14    [1]     Share Exchange Agreement with Cartridge Care, Inc. dated
                 September 1, 1999.

10.15    [1]     Lease of Scottsdale, Arizona property dated September 20, 1999.

10.16    [2]     Promissory Note by Micor Technologies, Inc. in favor of
                 William Meger dated November 28, 1995.

10.17    [2]     Promissory Note by Jerry Washburn and others in favor of PF
                 Holdings, Inc. dated July 31, 1997.

10.18    [2]     Form of Note Modification Agreement dated February 2000.

                                       30
<PAGE>


10.19    [2]     Installment Agreement between the Company and the Department
                 of the Treasury of the Internal Revenue Service dated
                 July 2000.

10.20    [2]     Option Agreement between the Company and XCEL ASSOCIATES, Inc.
                 dated June 1, 2000.

10.21    [2]     Agreement For A Finder's Fee between the Company and XCEL
                 ASSOCIATES, Inc. dated June 1, 2000.

10.22    [2]     Business Consulting Agreement between the Company and XCEL
                 ASSOCIATES, Inc. dated June 1, 2000.

10.23    [2]     Term Sheet for loan by the Company from Grace Holdings, Inc.
                 dated June 29, 2000.

10.24    [2]     Letter Agreement between the Company and Maurice Mallette,
                 Judith  Mallette  and Pasquale  Rizzi to escrow  shares of the
                 Company dated June 8, 2000.

10.25    [3]     Promissory Note by the Company in favor of Barry Zemel dated
                 August 29, 2000.

10.26    [4]     OneSource Technologies, Inc. Year 2001 Employee/Consultant
                 Stock Compensation Plan.

10.27    [5]     Addendum to City Market Store Equipment Maintenance Contract
                 with King Soopers dated July 15 2001.

10.28    [5]     Subcontractor Agreement with Tecniflex, Inc. dated March 9,
                 2001.

10.29    [5]     Indemnification Agreement between the Company and Jerry M.
                 Washburn dated January 3 2001.

10.30    [5]     Indemnification Agreement between the Company and Thomas E.
                 Glasgow dated January 3 2001.

10.31    [5]     Employment agreement between the Company and Thomas E. Glasgow
                 dated January 3, 2001.

23.1     [4]     Consent of Marshall & Weber, CPA's, P.L.C.

23.2     [4]     Consent of Mintmire & Associates  (contained in the opinion
                 filed as Exhibit 5.1)

10.32    *       Property lease amendment with EJM Development dated 01,
                 July 2002.

10.33    *       Property lease with Broadway Business Center dated
                 October 1, 2002.

10.34    *       Employment leasing agreement with Gevity HR dated
                 December 26, 2002.

99.1     *       Certification  of Disclosure by the Company's Chief Executive
                 Officer

99.2     *       Certification  of Disclosure by the Company's Chief Financial
                 Officer

                                       31
<PAGE>

[1]  Filed as an  exhibit to the  Company  Registration  Statement  on Form 10SB
     filed July 10, 2000.

[2]  Filed as an exhibit to the Company's first amended  Registration  Statement
     on Form 10SB filed October 13, 2000.

[3]  Filed as an exhibit to the Company's third amended  Registration  Statement
     on Form 10SB filed January 26, 2001.

[4]  Filed as an exhibit to the  Company's  Registration  Statement  on Form S-8
     filed July 25, 2001.

[5]  Filed as an Exhibit to the  Company's  Annual  Report on Form 10K-SB  filed
     April 3, 2002.

(* filed herewith)

     (b) No reports on Form 8-K have been filed.

                                       32
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            OneSource Technologies, Inc.
                                            (Registrant)


Date: March 26, 2003                        By: /s/ Donald E. McIntyre
                                                --------------------------------
                                                Donald E. McIntyre, Chairman


                                            By: /s/ Michael L. Hirschey
                                                --------------------------------
                                                Michael L. Hirschey, Chief
                                                Executive Officer and Director


                                            By: /s/ Jerry M. Washburn
                                                --------------------------------
                                                Jerry M. Washburn, Director


                                            By: /s/ Thomas E. Glasgow
                                                --------------------------------
                                                Thomas E. Glasgow, Director


     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                         Title                              Date
---------                         -----                              ----


/s/ Donald E. McIntyre            Chairman                       March 26, 2003
-------------------------
Donald E. McIntyre


/s/ Michael L. Hirschey           Chief Executive Officer        March 26, 2003
-------------------------         and Director
Michael L. Hirschey


/s/ Jerry M. Washburn             Director                       March 26, 2003
-------------------------
Jerry M. Washburn


/s/ Thomas E. Glasgow             Director                       March 26, 2003
-------------------------
Thomas E. Glasgow

                                       33