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, 2003

[_]  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.
                     11801 North Tatum Boulevard, Suite 124
                             Phoenix, AZ 85028-1612
                     Tel: (602) 494-7976 Fax: (602) 494-7313
                    -----------------------------------------

<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. $3,074,625

     The aggregate market value of the voting common equity held by
non-affiliates as of March 25, 2004 was $603,723 based upon 38,702,623 shares
outstanding of which 14,724,958 was held by non-affiliates and a share price of
$0.041. 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.

     Our executive offices are presently located at 7419 East Helm Drive,
Scottsdale, AZ 85260. Our 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 former Chairman, Jerry Washburn,
the Company's former 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 Section 4(2) and the 506 Exemption of the
Securities Act of 1933 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 Section 4(2) and 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 with Mr. Washburn retaining his Directorship. 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".

         In March 2003, Partners Resource Management, LLC (PRM) was granted
9,000,000 shares of common stock as part of its Agreement to provide management
services to the Company. PRM is an Arizona Limited Liability Company and Michael
L. Hirschey, current CEO of the Company, is its sole Member.


b) Business of Issuer.

General

     OneSource is engaged in two closely related and complementary lines of
business, 1) renewable contract equipment maintenance services, 2) value added
equipment supply distribution. The Company is primarily focused on banking and
financial services and retail industries even though its service and product
offerings can be readily applied in any industry. These two industries 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 2003 and 2002 consisted of
primarily banking (5% and 8% respectively) and retail (67% and 60% respectively)
companies located in Arizona, California, Colorado, Nevada, and New Mexico.
Approximately eighty-one percent (81%) and sixty-seven percent (67%) of the
Company's revenue was generated from five (5) customers through December 31,
2003 and 2002 respectively, the largest of which contributed approximately
sixty-seven percent (67%) and fifty-seven percent (57%) respectively.

Maintenance Services

     OneSource has pioneered a patent pending "flat-rate blanket maintenance
service" approach 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 2003 and 2002, Maintenance revenues
constituted approximately Seventy-four percent (74%) and seventy-two percent
(72%) 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 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 complement 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 eighty-one percent (81%) was
generated from five (5) customers through December 31, 2003, of which the
largest contributed approximately sixty-seven percent (67%). The following table
summarizes the contribution of these five largest accounts:

       Customer                          2003 Revenues (000)              %
    -------------------                  -------------------             ---
    Kroger Corporation                        $2,065                     67
    EON Office Supplies                          225                      8
    United Parcel Service                         74                      2
    TSSI                                          64                      2
    Bank of America                               51                      2


                                        7
<PAGE>

Research and Development

     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 2003 and 2002, 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 2003 the Company had twenty-seven (27) 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 had been named in a lawsuit claiming that the developer of a
certain website project was unpaid. The Company 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 was $13,000. This case
was settled with the Company paying $4,500 to the claimant in May 2002.

     The Company has settled a dispute with the former owner of Net Express. The
dispute related to certain transactions totaling approximately $60,000 entered
into by the former owner on behalf of Net Express without appropriate management
approval. A settlement was reached in April, 2003 wherein Management has agreed
to grant 1,000,000 restricted shares of common stock, pay $30,000 payable over
twelve months, and pay $30,000 in a lump sum on April 15, 2004 and convertible
at the holder's option into shares of the Company's voting common stock in
accordance with the settlement provisions. As part of the settlement agreement,
the party greed to release and indemnify the Company, its officers and directors
from any action or claim relating to the past matters now and in the future.

     In April 2003, the Company reached a settlement with a current shareholder
and former owner of a company acquired in 1999. This agreement ends all disputes
and litigation among the parties. As part of the settlement the Company agreed
to compensate the party with 925,694 restricted shares of common stock, pay
$72,000 over 24 months, and pay $42,500 in a lump sum on April 1, 2005 and
convertible at the holder's option into shares of the Company's voting common
stock in accordance with the settlement provisions.

     The Company had been named in a workman's compensation lawsuit filed by a
former employee. The amount of the claim was $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 believed the claims of the former
employee were groundless and aggressively disputed the matter. This suit was
dropped by the plaintiff in March 2002.

     In July 2003, the Company settled a dispute with a former officer and board
member. No legal action had been filed related to this dispute. A payment of
$40,000 was made to this individual in exchange for a complete release of all
current and future claims against the Company. His employment contract was
terminated. The negotiated settlement resulted in a loss of $9,813 being
recorded in the year ended December 31, 2003.

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
2003.

                                       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
First Quarter 2003                 .04               .02                .03
Second Quarter 2003                .04               .01                .025
Third Quarter 2003                 .08               .025               .052
Fourth Quarter 2003                .05               .03                .04


     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, 2003, the Company had
38,702,623 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, 2003 and 2002. 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.

                                       12
<PAGE>

Summary of Operations

Operating results have improved in the year ended December 31, 2003 compared to
the year ended December 31, 2002. The following table summarizes the comparative
operating results for the two periods:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------
Summary of Operations                                       2003           2002
-----------------------------------------------------------------------------------
<S>                                                      <C>              <C>
Revenues                                                 $3,074,625    $ 2,958,871
Cost of Revenue                                           1,900,124      1,928,071
Gross Margin                                              1,174,501      1,030,800
Selling, General and Administrative Costs                 1,122,874        838,876
Operating Income (Loss) before Discontinued Operation        51,627        191,924
Other Income (Expense)                                     (126,281)      (176,311)
Loss from litigation settlements                           (124,053)         -
Loss from discontinued operations                          (235,074)         -
-----------------------------------------------------------------------------------
Net Income (Loss)                                        $ (433,781)   $    15,614
-----------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

During 2003, Management had resolved many issues which had the potential to
curtail the growth of the Company. While the net loss for 2003 is $433,781
compared to net income of $15,614 for 2002, this included charges of $235,074
related to the write-down of goodwill associated with the shutdown of in-house
manufacturing of toner cartridges. This facet of the business is now being
outsourced to a manufacturer in California at more favorable pricing than that
achieved by the in-house manufacturing process. Over $124,000 of the net loss is
a result of settlement related to litigation or potential litigation.

While consolidated revenues increased slightly by about four percent (4%) in
2003 compared to 2002, consolidated cost of revenues actually declined
approximately 1.5% resulting in a fourteen percent (14%) increase in gross
profit for the year ended December 31, 2003 compared to the year ended December
31, 2002. Changes implemented early in the first quarter of 2003 started to show
improvement by the end of the year as gross margins of the maintenance division
had increased significantly to 42% by the end of 2003 versus 34% during the year
ended December 31, 2002. Management will continue to focus on this aspect of the
service operations in order to continue to bring down parts usage costs.


Revenues

Consolidated revenues increased by 4% in the year ended December 31, 2003
compared to the same period in 2002 as a result of increased revenues in the
maintenance divisions. Supply division revenues fell two (2%) compared to 2002.
the following table details maintenance and supply division revenues for 2003 &
2002:

Revenues                                                  2003            2002
--------------------------------------------------------------------------------
   Maintenance                                       $  2,274,329   $  2,137,754
   Supplies                                               800,296        821,117
--------------------------------------------------------------------------------
       Total                                         $  3,074,625   $  2,958,871
--------------------------------------------------------------------------------

                                       14
<PAGE>


The six percent (6%) increase in maintenance revenues during 2003 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 sixty-seven (67%) percent of total revenues. In December 2003,
the Company had successfully renewed the contract to supply maintenance services
to a division of the Kroger Corporation. This contract is in effect through
January 2005.

Supply division revenues decreased two percent (2%) in 2003 compared to 2002,
which was slightly less than management had forecasted for the division. As the
remanufactured cartridge business is becoming more competitive and thus driving
margins lower, Management has made the concerted effort to pursue the much more
highly margined maintenance contracts.

Cost of Revenues and Gross Margins

Consolidated gross margins for the year ended December 31, 2003 were slightly
higher compared to 2002. This is the result of increased revenues in the
maintenance division which provided margins at 42% versus revenues in the
supplies division which provided margins at 29%.

                                       15
<PAGE>

Selling, General and Administrative Costs

General and Administrative costs have increased $77,000 for the year ended
December 31, 2003 versus the period ended in 2002. Much of this is due to legal
and professional charges associated with the settlement of various litigation
issues. Management has also upgraded key personnel to position the Company for
additional growth. The following table details the significant components of
general and administrative costs :

   General and Administrative                  2003                      2002
--------------------------------------------------------------------------------
   Salaries, Wages and Benefits          $    218,893              $    469,659
   Facilities                                 155,361                   153,571
   Legal and Professional                     331,607                    97,536
   Telecommunication Costs                     71,692                    72,334
   Travel and Entertainment                    15,015                    22,626
   Other                                      101,717                     1,226
--------------------------------------------------------------------------------

      Total                              $    894,285             $     816,953
--------------------------------------------------------------------------------

                                       16
<PAGE>

  Sales and Marketing                                     2003           2002
--------------------------------------------------------------------------------
     Salaries, Commissions and Benefits                $  198,819     $   14,016
     Advertising and Promotion                              6,663          6,067
     Travel and Entertainment                              23,107          1,841
--------------------------------------------------------------------------------
        Total                                          $  228,589     $   21,923
--------------------------------------------------------------------------------

The increase in sales and marketing personnel costs is largely the result of the
Company's aggressive strategy of pursuing new sales opportunities. The Company
now has 4 full time sales persons as compared to only one-half of the time of
one person in 2002.

Other Income (Expense)

  Other Income (Expense)                            2003              2002
------------------------------------------------------------------------------
     Interest expense                          $   (120,519)      $  (140,883)
     Loss from litigation settlements              (124,053)             -
     Impairment of goodwill                        (235,074)             -
     Other                                           (5,761)          (35,428)
------------------------------------------------------------------------------
        Total                                  $   (485,407)      $  (176,311)
------------------------------------------------------------------------------

Interest costs declined in 2003 by 14% mainly because the Company has stopped
accruing interest on debt which the Company believes it may not have the
obligation to repay.

The Company also incurred one-time charges of $124,053 related to the settlement
of litigation or potential litigation issues. In conjunction with a
restructuring of its cartridge supply division, the Company incurred a charge of
$235,074 as an impairment of the goodwill previously recorded relating to an
acquisition of a company in that division.

Liquidity and Capital Resources

The following table sets forth selected financial condition information as of
December 31, 2003 compared to December 31, 2002:

Balance Sheet                                       2003               2002
-------------                                       ----               ----
   Working Capital                              $  (485,995)       $(1,007,838)
--------------------------------------------------------------------------------
   Total Assets                                     788,429          1,205,944
--------------------------------------------------------------------------------
   Debt Obligations                               1,090,015            985,310
--------------------------------------------------------------------------------
   Shareholders' (Deficit)                        $(884,338)         $(530,543)
--------------------------------------------------------------------------------

                                       17
<PAGE>

While operationally things have improved since 2002, liquidity and financing
continued to be a challenge during 2003.

To improve overall cash flow the Company has entered into an Agreement with a
financing institution to provide advance payments on certain outstanding
accounts receivable. At December 31, 2003 the Company owed $132,000 to this
institution.

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 December 31, 2003, the Company had accrued approximately $48,000 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. Information has been provided, the Company is continuing
to fully cooperate, and resolution of this issue should be forthcoming.


                                       18
<PAGE>

Employees

     At December 31, 2003, the Company employed twenty-seven (27) 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.

     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
Mr. Washburn retained hisDirectorship of the Company. Michael L. Hirschey was
appointed as Chief Executive Officer of the Company and Leonard J. Ksobiech was
appointed as the Company's Chief Financial Officer.


Forward-Looking Statements

     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 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, 2003 and related consolidated statements
of operations, stockholders' deficit and cash flows for each of the two years in
the period ended December 31, 2003. 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, 2003, and the consolidated
results of its operations and cash flows for each of the two years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States.



/s/  Epstein, Weber & Conover, P.L.C.
-------------------------------------
Scottsdale, Arizona
February 27, 2004

                                       F-1
<PAGE>


ONESOURCE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2003
--------------------------------------------------------------------------------


ASSETS

CURRENT ASSETS:
    Cash                                                       $    91,907
    Accounts receivable                                            308,531
    Inventories                                                    179,584
    Other current assets                                             1,750
                                                               -----------
        Total current assets                                       581,772
                                                               -----------

PROPERTY AND EQUIPMENT, net of accumulated
   depreciation of $223,533                                         63,442


DEFERRED INCOME TAXES                                              140,187

OTHER ASSETS                                                         3,028

                                                               -----------
TOTAL ASSETS                                                   $   788,429
                                                               ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                           $    48,789
    Accrued expenses and other liabilities                         313,064
    Deferred revenue                                               220,899
    Current portion of debt                                        485,015
                                                               -----------
         Total current liabilities                               1,067,767
                                                               -----------

INSTALLMENT NOTES - LONG-TERM PORTION                              605,000

                                                               -----------
TOTAL LIABILITIES                                                1,672,767
                                                               -----------

STOCKHOLDERS' DEFICIT
    Preferred Stock, $.001 par value, 1,000,000
        shares authorized, none issued -
    Common Stock, $.001 par value, 50,000,000
        shares authorized, 38,702,623 -
        issued and outstanding at December 31, 2003                 38,703
    Paid in capital                                              2,831,930
      Deferred stock compensation                                  (60,000)
    Accumulated deficit                                         (3,694,971)
                                                               -----------
                                                                  (884,338)
                                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $   788,429
                                                               ===========



         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, 2003 & 2002
--------------------------------------------------------------------------------
<CAPTION>
                                                                2003             2002
                                                             ------------    ------------
<S>                                                          <C>             <C>
REVENUE, net                                                 $  3,074,624    $  2,958,871
COST OF REVENUE                                                 1,900,124       1,928,071
                                                             ------------    ------------
     Gross Profit                                               1,174,501       1,030,800

GENERAL AND ADMINISTRATIVE EXPENSES                               894,285         816,953
SELLING AND MARKETING EXPENSE                                     228,589          21,923
                                                             ------------    ------------
         Operating Income (Loss)                                   51,626         191,924

OTHER INCOME (EXPENSE):
  Interest expense                                               (120,519)       (140,883)
  Other income (expense)                                          ( 5,761)        (35,427)
  Loss from litigation settlements                               (124,053)          -
  Impairment of goodwill                                         (235,074)          -
                                                              ------------    ------------
         Total other expense                                     (485,407)       (176,310)

                                                              ------------    ------------
INCOME(LOSS)BEFORE INCOME TAXES                                  (433,781)         15,614

INCOME TAXES
                                                             ------------    ------------
NET INCOME (LOSS)                                                (433,781)         15,614
                                                             ============    ============
EARNINGS PER SHARE :
         Basic

                                                             $   (  0.01)             **
                                                             ============    ============

         Diluted


                                                             $    ( 0.01)             **
                                                             ============    ============
Weighted Average Shares Outstanding:
     Basic                                                     35,947,039      25,705,509
     Diluted                                                   35,947,039      25,705,509
</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, 2003 AND 2002
--------------------------------------------------
<CAPTION>
                                                                         Deferred
                                              Common Stock                Stock          Paid-in       Accumulated
                                         Shares           Amount       Compensation        Capital         Deficit          Total
                                       ------------    ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE, DECEMBER 31, 2001               24,963,317    $     24,963    $        -      $  2,685,004    $ (3,276,804)   $   (566,837)
                                       ------------    ------------    ------------    ------------    ------------    ------------

  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)
                                       ============    ============    ============    ============    ============    ============

  Stock issued for services               9,000,000           9,000       (60,000)           81,000             -            30,000

  Stock issued to settle claims           2,849,306           2,850             -            47,136             -            49,986

  Net Income                                    -                -              -                -         (433,781)       (433,781)
                                        -----------    ------------    ------------    ------------    -------------   ------------
BALANCE, DECEMBER 31, 2003               38,702,623    $     38,703    $  (60,000)     $  2,831,930    $ (3,694,971)   $   (884,338)
                                        ===========    ============    ============    ============    =============   ============

</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, 2003 & 2002
--------------------------------------------------------------------------------
<CAPTION>



                                                                                2003           2002
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                       $  (433,781)    $   15,614
    Adjustments to reconcile net income (loss) to
       net cash provided by (used in) operations -

         Impairment loss on goodwill                                            235,074            -
         Loss on disposal of fixed assets                                           -           24,494
         Depreciation and amortization                                           46,507         69,639
         Stock issued for services                                               30,000         20,500
         Stock issued for settlements                                            49,986            -
         Legal settlements made with notes payable                               59,254
         Changes in assets and liabilities:
              Accounts receivable                                               141,898       (138,434)
              Inventory                                                          32,362          1,373
              Other current assets                                                8,754         13,548
              Other assets                                                           -          (1,705)
              Accounts payable                                                 (139,639)      (147,397)
              Accrued expenses and other liabilities                                935         36,149
              Deferred revenue                                                   20,528         60,745
                                                                            -----------    -----------
                     Net cash (used) provided in continuing                      51,878        (45,475)
                         operating activities
                                                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                                     (6,167)        (5,269)
         Proceeds from disposal of equipment                                         -           5,500
                                                                            -----------    -----------
                      Net cash provided by (used in) investing activities        (6,167)           231
                                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from notes payable                                                 132,310         69,000
    Principal payments on notes payable                                        (141,381)       (43,922)
                                                                            -----------    -----------
                      Net cash provided by financing activities                  (9,071)        25,078
                                                                            -----------    -----------

NET DECREASE IN CASH                                                             36,640        (20,166)

CASH, beginning of year                                                          55,267         75,433
                                                                            -----------    -----------
CASH, end of year                                                           $    91,907    $    55,267
                                                                            ===========    ===========
</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, 2003 AND 2002
--------------------------------------------------------------------------------
<CAPTION>
                                                                        2003       2002
                                                                      --------   --------
<S>                                                                   <C>        <C>
SUPPLEMENTAL CASH FLOW INFORMATION

    Interest Paid                                                     $  59,830  $ 44,208
                                                                      =========  ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

    Common stock issued for services and legal settlements            $ 79,986   $ 20,500
                                                                      ========   ========

    Common stock issued for note conversion                           $    -     $    180
                                                                      ========   ========

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

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

    Notes payable issued in legal settlements                         $159,500   $    -
                                                                      ========   ========
</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, 2003 AND 2002

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 positive operational cash flow, it
     continues to have a working capital deficiency of approximately $485,000 at
     December 31, 2003. 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 $326,000 of the debt outstanding at
     December 31, 2003 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 due to a single creditor. This
     creditor was found guilty of conducting fraudulent activities by the
     Arizona Corporation Commission in April 2003. The Company and its legal
     counsel believe that due to these circumstances, the Company may not be
     obligated to repay this obligation and the creditor will not have legal
     means to pursue collection. The creditor has not contacted the Company in
     over a year. The Company has ceased accruing interest on this obligation.

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 has
     restructured its cartridge remanufacturing business. The goodwill
     originated from the acquisition of the cartridge remanufacturing business
     and the Company believes that the business, as it was acquired has changed
     substantially and that there has been an impairment of the carrying value
     of goodwill. During the year ended December 31, 2003, the Company wrote off
     the remaining carrying value of goodwill of $235,074.

                                      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, 2003 and 2002 were $4,479 and $3,656,
     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. Certain non-interest bearing notes payable have been
     discounted at what the Company considers its fair borrowing rate and the
     Company believes that the carrying value approximates fair value. The
     Company cannot estimate the fair value of two notes payable with a total
     principal balance of $605,000 at December 31, 2003, because it cannot
     locate the creditors and repayment terms of the notes are uncertain.

     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>

     Recently Issued Accounting Pronouncements:
     -----------------------------------------
     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
     Associated With Exit or Disposal Activities". This Standard requires costs
     associated with exit or disposal activities to be recognized when they are
     incurred. The Company estimated the impact of adopting these new rules is
     not material.

     In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
     Financial Institutions." SFAS No. 147 is effective October 1, 2002. The
     adoption of SFAS No. 147 did not have a material effect on the Company's
     financial statements.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities," effective for contracts
     entered into or modified after June 30, 2003. This amendment clarifies when
     a contract meets the characteristics of a derivative, clarifies when a
     derivate contains a financing component and amends certain other existing
     pronouncements. The Company believes the adoption of SFAS No. 149 did not
     have a material effect on the Company's financial statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 is effective for financial instruments entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim period beginning after June 15, 2003. SFAS No. 150
     requires the classification as a liability of any financial instruments
     with a mandatory redemption feature, an obligation to repurchase equity
     shares, or a conditional obligation based on the issuance of a variable
     number of its equity shares. The Company does not have any financial
     instruments with a mandatory redemption feature. The Company believes the
     adoption of SFAS No. 150 did not have a material effect on the Company's
     financial statements.

     In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others" (FIN 45). FIN 45 clarifies the
     requirements for a guarantor's accounting for and disclosure of certain
     guarantees issued and outstanding. The initial recognition and initial
     measurement provisions of FIN 45 are applicable to guarantees issued or
     modified after December 31, 2002. The disclosure requirements of FIN 45 are
     effective for financial statements for periods ending after December 15,
     2002. The adoption of FIN 45 did not have a significant impact on the
     Company's financial statements.

     In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
     Interest Entities" (FIN 46). FIN No. 46 states that companies that have
     exposure to the economic risks and potential rewards from another entity's
     assets and activities have a controlling financial interest in a variable
     interest entity and should consolidate the entity, despite the absence of
     clear control through a voting equity interest. The consolidation
     requirements apply to all variable interest entities created after January
     31, 2003. For variable interest entities that existed prior to February 1,
     2003, the consolidation requirements are effective for annual or interim
     periods beginning after June 15, 2003. Disclosure of significant variable
     interest entities is required in all financial statements issued after
     January 31, 2003, regardless of when the variable interest was created. The
     Company is presently reviewing arrangements to determine if any variable
     interest entities exist but does not anticipate the adoption of FIN 46 will
     have a significant impact on the Company's financial statements.


3.   INVENTORIES

     Inventories consisted of the following at December 31, 2003:

     Finished goods                      $ 33,332
     Parts and supplies                   132,955
     Raw materials                         18,786
     Less reserve for obsolescence         (5,489)
                                        ----------
                                 Total  $ 179,584
                                        ==========

     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, 2003:

     Equipment                                $ 116,373
     Furniture and fixtures                     108,653
     Vehicles                                    18,864
     Leasehold improvements                      43,085
                                             -----------
                          Total                 286,975
     Less: accumulated depreciation            (223,533)
                                             -----------
                          Total, net          $  63,442
                                             ===========

     Depreciation expense for the years ended December 31, 2003 and 2002 was
     $46,507 and $69,639, respectively.

     The Company has determined that it will cease remanufacturing toner and
     printer cartridges and rather distribute cartridges remanufactured by third
     parties. At December 31, 2003, the Company held equipment used in the
     remanufacturing process with a net book value of approximately $22,000.
     This equipment is held for sale but the Company did not formulate a formal
     plan to dispose of the assets and begin seeking buyers for the equipment
     until after December 31, 2003. The Company has begun disposing of some of
     these assets through sales subsequent to December 31, 2003 and does not
     believe that the carrying value is materially impaired at December 31,
     2003.

5.   NOTES PAYABLE

     Notes payable consist of the following at December 31, 2003:

<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>
        Secured note payable, accounts receivable factoring arrangement,
        collateralized by accounts receivable, interest at 7.25% per annum,
        expires March 15, 2004, maximum borrowing facility of $400,000              $ 132,310

        Installment note payable, collateralized by a vehicle,
        interest at 10% per annum, total monthly installments
        of $321 through 2004                                                            3,720

        Investor notes payable, unsecured, interest from 10%
        to 18% per annum, due March 2001 to July 2002                                 265,000

        Unsecured demand notes payable to investor, interest at 14%                   560,000

        Unsecured note payable to an individual, non-interest bearing,
        due April 15, 2004.  The note arose as part of a legal
        settlement. The note has a face amount of $60,000 and was discounted
        at 8% resulting in an original principal amount of $55,306                     37,500

        Unsecured note payable to an individual, non-interest bearing,
        due April 1, 2005, The note arose as part of a legal
        settlement. The note has a face amount of $114,500 and
        was discounted at 8% resulting in an original principal
        amount of $103,245.                                                            88,500

        Unsecured demand note payable to director, interest at 5%                       2,985
                                                                                    ---------
                   Total                                                            1,090,015
                   Less:  long term portion of installment notes                     (605,000)
                                                                                    ---------
                   Total current portion of debt                                    $ 485,015
                                                                                    =========
</TABLE>

     The Company is in default on note payable obligations totaling $825,000 at
     December 31, 2003, but is attempting to restructure these notes. Accrued
     interest associated with these notes totaled approximately $188,976 at
     December 31, 2003. See Note 1 for further discussion on management's plans
     for these matters .

                                       F-9
<PAGE>

     During the year ended December 31, 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%. In
     2003, this note was repaid as part of a settlement with that individual.

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, 2003 and 2002 consisted of the following:

                                                          2003           2002
                                                      -----------    ----------
     Current tax provision (benefit)                  $ (150,265)    $  (1,988)

     Deferred tax provision (benefit)                    150,265         1,988
                                                      ----------    ----------
                                            Total     $       -      $      -
                                                      ==========    ==========

     Deferred tax assets of $1,298,231 at December 31, 2003 consist primarily to
     federal net operating loss carry-forwards of $3,209,000 and state net
     operating loss carry-forwards of $1,984,000. The carry-forwards expire from
     2004 through 2023. The remainder of the deferred tax assets relate to
     allowances on accounts receivable and inventories and a difference in the
     book and tax basis of the goodwill related to Cartridge Care. The remaining
     carrying value of goodwill was written off for book purposes in the year
     ended December 31. 2003. However, the asset must be amortized over the
     remaining ten years for income tax purposes. There is no deferred tax
     liability at December 31, 2003. The deferred tax asset of at December 31,
     2003 is offset by an equal valuation allowance of $1,298,231. The valuation
     allowance increased by $168,000 in the year ended December 31, 2003.

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

                                                2003              2002
                                             $        %        $         %
                                         ----------------  -----------------
     Federal                             $ (142,566) (34%) $   2,342     34%
     State                                  (25,159)  (6%)       937      6%
     Change in valuation allowance and      171,123   41%     (4,534)   (29%)
     expiration of state NOLs                                      -      0%
     Miscellaneous                           (3,398)  (1%)     1,255      8%
                                         ----------------  -----------------
                                         $      -      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 $127,494 and $104,993 for the
     years ended December 31, 2003 and 2002, respectively. Future minimum annual
     lease payments under these agreements are as follows for the years ended
     December 31:

             2004             83,832
             2005             16,546
                           ---------
                  Total    $ 100,378
                           =========

     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, 2003 and 2002 was not significant.

8. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

     The Company's accounts receivable potentially subject the Company to credit
     risk. Approximately 64% of the accounts receivable balance at December 31,
     2003 is due from two customers. In addition, approximately 75% of the
     Company's revenue was generated from two customers for the year ended
     December 31, 2003 with the largest customer accounting for 67%. For the
     year ended December 31, 2002, approximately 67% of the Company's total
     revenues were derived from five customers, with the largest customer
     contributing approximately 57%.

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, 2003 and 2002.

10. COMMITMENTS AND CONTINGENCIES




                                      F-11
<PAGE>

     The Company has accrued delinquent payroll taxes, penalties and interest of
     approximately $48,513 at December 31, 2003 of which about $22,000
     represents taxes due. These delinquent payroll taxes were incurred in the
     year ended December 31, 1999. 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 is in 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
     complementary 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, 2003 and 2002:


                                      F-12
<PAGE>

                                                    2003
                                 Maintenance      Supplies        Total
                           ------------------------------------------------
Revenues                         $ 2,274,329    $ 800,295      $ 3,074,624
Operating income(loss)                90,250      (38,624)          51,626
Depreciation                          36,077       10,430           46,507
Goodwill impairment loss                   -      235,074          235,074
Interest expense                     120,203          319          120,519
Capital additions                      6,167            -            6,167
Goodwill                                   -            -                -
Total assets                         636,563      151,866          788,429


                                                   2002
                                 Maintenance      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

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,
     2003 and 2002.

                          Shares      Value
   Description            Issued    Per Share            Valuation Basis
----------------------   --------   ----------    ------------------------------
2003
----

   Issued for services   9,000,000    $ 0.01      Stock price at commitment date

   Issued for litigation
     settlement            850,000    $ 0.02      Stock price at commitment date

   Issued for litigation
     settlement            799,306    $ 0.02      Stock price at commitment date

   Issued for litigation
     settlement          1,000,000    $ 0.01      Stock price at commitment date

   Issued for services     200,000    $ 0.035     Stock price at commitment date


2002
----
   Issued for services   1,800,000    $ 0.01      Stock price at commitment date


     Shares issued for services during the year ended December 31, 2003 were
     issued in two separate transactions and include 9,000,000 shares issued to
     Partners Resource Management, LLC ("Partners")for providing management,
     sales and administrative services to the Company. Partners' sole member is
     Michael L. Hirschey, CEO and Director of the Company. The 9,000,000 shares
     issued to Partners is earned as follows:

      3,000,000    immediately upon entering into contract
      3,000,000    at December 31, 2003 if certain operating criteria are met
      3,000,000    at December 31, 2004 if certain operating criteria are met

     The operating criteria were not met as of December 31, 2003. However, the
     shares may vest upon other events occurring such as a merger or the raising
     of capital. The vested 3,000,000 shares were expensed at the value of
     $30,000 in the year ended December 31, 2003. The $60,000 value of remaining
     6,000,000 shares is deferred until vested and reflected as a charge in the
     equity section of the accompanying balance sheet at December 31, 2003.

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


                                      F-12
<PAGE>

     Additionally, in the year ended December 31, 2002, the Company issued
     90,000 shares in converting obligations for $15,000.

13.  INCOME (LOSS) PER SHARE

     The following presents the computation of basic and diluted earnings per
     share from continuing operations:
<TABLE>
<CAPTION>
                                                   2003                                        2002
                                        Net                      Per                Net                       Per
                                       Loss       Shares         Share             Income      Shares         Share
                                    ----------------------------------       --------------------------------------
<S>                                 <C>           <C>           <C>          <C>             <C>             <C>
Net income  (loss)                     $ (433,781)                            $     15,614
Extraordinary items                           -
Discontinued operations                       -
                                       ----------                             -------------
Income(loss) from
   continuing operations               $ (433,781)                            $     15,614
                                       ==========                             =============
Basic income (loss) per share
Income (loss) available to common
   stockholders                        $ (433,781)   35,947,039      $(0.01)  $     15,614   25,705,509    $ **

Effect of dilutive securities                N/A         N/A                          N/A        N/A
Diluted income (loss) per share        $ (433,781)   35,947,039      $(0.01)  $     15,614   25,705,509    $ **
                                       ==========                             =============
</TABLE>

** Less than $0.01 per share

     Stock options to purchase 2,315,000 and 3,255,000 shares of common stock
     were outstanding at December 31, 2003 and 2002 respectively. These
     securities were excluded from the computation of diluted earnings per share
     in for the years ended December 31, 2003 and 2002 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 year ended
     December 31, 2002 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. There were no stock options granted in the year ended
     December 31, 2003. 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>

                                                    2003           2002
                                                 ---------     ------------
     Net income (loss) - as reported             $(433,781)    $   15,614
     Net income (loss) - pro forma               $(435,181)    $   (2,611)
     Net income (loss) per share - as reported   $  (0.01)     $    **
     Net income (loss) per share - pro forma     $  (0.01)     $    **

** 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
                                            ----
            Dividend yield                  None
            Volatility                      6.741
            Risk free interest rate         5.32%
            Expected life                  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
                                                                    2003         Price         2002        Price
                                                                    ----         -----         ----        -----
<S>                                                             <C>            <C>         <C>             <C>
      Options outstanding at beginning of year                    3,255,000     $ 0.14      2,700,000     $ 0.16
      Granted                                                           -0-                   555,000     $ 0.02
      Exercised                                                         -0-                       -0-
      Terminated/Expired                                           (940,000)      -0-                       -0-
      Options outstanding at end of year                          2,315,000     $ 0.14      3,255,000     $ 0.14
      Options exercisable at end of year                          2,315,000     $ 0.16      2,700,000     $ 0.16
      Options available for grant at end of year                    445,000                   445,000
      Price per share of options outstanding                     $0.02-$0.18                $0.02-$.55
      Weighted average remaining contractual lives               2.78 years                2.78 years
      Weighted average fair value of options granted                  N/A                                 $0.02
      during the year
</TABLE>

                                      F-14
<PAGE>

15. RELATED PARTY TRANSACTIONS

     In the year ended December 31, 2003, the Company entered into an agreement
     with Partners Resource Management, LLC ("Partners") for providing
     management, sales and administrative services to the Company. Partners
     Resource Management, LLC's sole member is Michael L. Hirschey, CEO and
     Director of the Company. During the year ended December 31, 2003, the
     Company granted 9,000,000 shares of its common stock to Partners, 3,000,000
     of which vested as of December 31, 2003 (see Note 12). At December 31, 2003
     Partners provided 9 full time equivalent personnel to the Company in the
     areas of Executive Management, Sales, Operations and Finance. Additionally,
     the Company paid Partners $324,000 in the year ended December 31, 2003 as
     reimbursement of expenses and management fees. Partners was not owed any
     fees or expenses at December 31, 2003.




                                   * * * * * *



                                      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 2003.


                                                                Position(s) with
      Name                          Age                           Company
--------------------                ---                   ----------------------
Donald E. McIntyre                  79                        Chairman
Michael L. Hirschey                 48                        CEO and Director
Jerry M.  Washburn                  60                        Director
Thomas E. Glasgow                   49                        Former Director
Leonard J. Ksobiech                 43                        CFO


     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, Donald E. McIntyre 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
Resurgence, 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 had been the CEO and president of the Company through
February 2003 and is currently a Director of the Company. Mr. Washburn 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.

     Leonard J. Ksobiech joined the Company in 2003 and has over twenty years of
financial management expertise with companies from the start-up phase to well
established companies having sales in excess of $4 billion. During 2001 and
2002, Mr. Ksobiech was the CFO of Cooper Software Systems and prior to that was
CFO of TriMark Technologies, Inc. Under the guidance of Mr. Ksobiech, TriMark
was acquired by PeopleSoft, Inc. in May, 1999 for an amount in excess of $25M.
Mr. Ksobiech began his career in 1983 with the public accounting firm of Ernst &
Young and has a BS degree in Accounting from DePaul University in Chicago, IL
and is a Certified Public Accountant.

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>
Michael L. Hirschey, CEO         2003    $  0.00   $0.00     **          **           **            $0.00        $0.00
  and Director

Donald E. McIntyre, Chairman     2003


Leonard J. Ksobiech, CFO         2003    $  0.00    $0.00  $  0.00      $  0.00       None          $0.00        $0.00

Thomas E. Glasgow,               2003    $11,272    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
      (former Director)          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, Director      2003    $ 9,046    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
      (former CEO)               2002    $48,000    $0.00  $  0.00      $  0.00       None          $0.00        $0.00
                                 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
  (former Director)              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 then current Chairman. The term of the
     agreement was 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
     received an annual salary of $60,000, until such time as the Company
     yielded positive cash flow for two (2) consecutive months. At that time,
     his salary 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. 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 then current President, CEO, Director and
     acting Secretary and Treasurer and Thomas E. Glasgow, the Company's then
     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 then current
     Chairman, Jerry Washburn, the Company's then 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.

(17) In March, 2003 through a resolution of the Board of Directors, Partners
     Resource Management, LLC (PRM) was issued 9,000,000 shares of common stock.
     Michael L. Hirschey is the single Member of PRM. The Company also paid PRM
     $324,000 in fees during 2003 for providing Executive Management, Sales,
     Finance and Administrative personnel who worked on a full time basis for
     the Company in 2003. At December 31, 2003 PRM provided the equivalent of 9
     full time personnel to the Company.



                                       24
<PAGE>

The following table sets forth the officers and Directors that have been granted
stock options as of December 31, 2003.

<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 the
     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, 2003 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, 2003,
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>
Cede & Company                       Common         10,466,697                27.0%

Partners Resource Mgmt.              Common          9,000,000                23.2%

Jerry M. Washburn                    Common          3,400,000                 8.8%

William B. Meger                     Common          3,085,772                 8.0%

Donald E McIntyre                    Common            250,000                 0.6%

All Executive Officers and           Common         12,650,000                32.6%
Directors as a Group
(Three (3) 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 then current Chairman. The term of the
     agreement was 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
     received an annual salary of $60,000, until such time as the Company
     yielded positive cash flow for two (2) consecutive months. At that time,
     his salary was to 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. 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 then current President, CEO, Director and
     acting Secretary and Treasurer and Thomas E. Glasgow, the Company's then
     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 Mr. Washburn retained his Directorship of 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 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 then current Chairman, Jerry
Washburn, the Company's then 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
Mr. Washburn retained his Directorship of the Company. Mr. Glasgow was
terminated as an officer. 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    [6]     Property lease amendment with EJM Development dated 01,
                 July 2002.

10.33    [6]     Property lease with Broadway Business Center dated
                 October 1, 2002.

10.34    [6]     Employment leasing agreement with Gevity HR dated
                 December 26, 2002.

10.35    [7]     Outsource Management agreement with Partners Resource
                 Management dated February 13, 2003.

10.36    [8]     Agreement with Maurice and Judith Mallette dated April 1,2003.

10.37    [8]     Agreement with Ahlwyss and Pamela Fulton dated May 19, 2003.

10.38    [9]     Agreement with Thomas Glasgow dated July 22, 2003.

10.39    [9]     Accounts Receivable & Security agreement with New Horizon
                 Capital, LLC dated July 3, 2003.

10.40    [9]     Addendum to Accounts Receivable & Security agreement with New
                 Horizon Capital, LLC dated July 3, 2003.

10.41    *       Employment leasing agreement with Diversified Human Resources
                 dated October 1, 2003.

10.42    *       King Soopers contract renewal and extension dated
                 December 15, 2003.

31.1     *       Sarbanes-Oxley Act Section 302 (a) Certification - CEO

31.2     *       Sarbanes-Oxley Act Section 302 (a) Certification - CFO

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

32.2     *       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.

[6]  Filed as an Exhibit to the Company's Annual Report on Form 10K-SB filed
     March 26, 2003

[7]  Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB filed
     May 13, 2003.

[8]  Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB filed
     August 14, 2003.

[9]  Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB filed
     November 14, 2003.

(* 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 29, 2004                        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



     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 29, 2004
-------------------------
Donald E. McIntyre


/s/ Michael L. Hirschey           Chief Executive Officer        March 29, 2004
-------------------------         and Director
Michael L. Hirschey


/s/ Jerry M. Washburn             Director                       March 29, 2004
-------------------------
Jerry M. Washburn



 <PAGE>