SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C. 20549

                                   FORM 10-KSB

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 THE FISCAL YEAR ENDED DECEMBER
31, 2002
                                            000-25523
                             Commission File Number



                          PRIMARY BUSINESS SYSTEMS INC
                           --------------------------
                 (Name of Small Business Issuer in Its Charter)



            NEVADA                            86-0857752
  ------------------------------                      -------------------
 (State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation )

433 Kitty Hawk Dr. Suite 226
Universal City, TX 78148                                   (210) 658-4675
----------------------------------------     ---------------------------
(Address of Principal Executive Offices)    (Issuer's Telephone Number,
                                            Including Area Code)


           Securities registered under Section 12(b) of the Act: NONE

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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (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  registrant'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]


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The issuer's revenues for the fiscal year ended December 31, 2002 were
$3,303,918.

The number of shares of Common Stock of the issuer outstanding as of April 11,
2003 was 87,120,664.


             DOCUMENTS INCORPORATED BY REFERENCE: Advisory Agreement














































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                                Table of Contents


<TABLE>
<CAPTION>
<S><C>


                                                                                                          page
             Forward-Looking Statements                                                                          4

             Part I
                                                                                                                 5
Item 1       Description of Business                                                                            14
Item 2       Description of Property                                                                            15
Item 3       Legal Proceedings                                                                                  15
Item 4       Submission of Matters to a Vote of Security Holders                                                15

             Part II

Item 5       Market for Registrant's Common Equity and Related Stockholder Matters                              15
Item 6       Management's Discussion and Analysis or Plan of Operation                                          17
Item 7       Financial Statements                                                                               22
Item 8       Changes in and Disagreements with Accountants on Accounting and Financial                          22
             Disclosures

             Part III

Item 9       Directors, Executive Officers, of the Registrant:                                                  23

Item 10      Executive Compensation                                                                             23

Item 11      Security Ownership of Certain Beneficial Owners and Management                                     23

Item 12      Certain Relationships and Related Transaction                                                      24

Item 13      Controls and Procedures                                                                            25


             Part IV

Item 14      Exhibits, Financial Statement Schedules and Reports on Form 8-K




















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Cautionary Note Regarding Forward-Looking Statements

 In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Primary Business Systems, Inc.
("PBS" or the "Company") is hereby providing cautionary statements identifying
important factors that could cause the Company's actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Reform Act) made by or on behalf of the Company herein, in other
filings made by the Company with the Securities and Exchange Commission, in
press releases or other writings, or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "will result," "are expected to," "anticipated," "plans,"
"intends," "will continue," "estimated," and "projection") are not historical
facts and may be forward-looking and, accordingly, such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results or performance of the Company to be materially
different from any future results or performance expressed or implied by such
forward-looking statements. Such known and unknown risks, uncertainties and
other factors include, but are not limited to, the following:

      (i)   volatility of costs of workers' compensation insurance coverage and
            profits generated from the workers' composition component of the
            Company's service offering under the Company's loss sensitive
            workers' compensation programs;


      (ii)  volatility of state unemployment taxes;


      (iii) the uncertainties relating to the collateralization requirements
            related to as well as availability and renewal of the Company's
            medical benefit plans, general insurance and workers' compensation
            insurance programs for the worksite employees;


      (iv)  uncertainties as to the amount the company will pay to subsidize the costs of medical benefit
            plans;


      (v)   possible adverse application of certain federal and state laws and the possible enactment of
            unfavorable laws or regulation;


      (vi)  litigation and other claims against the Company and its clients
            including the impact of such claims on the cost, availability and
            retention of the Company's insurance coverage programs;


      (vii) impact of competition from existing and new businesses offering human resources outsourcing
            services;


      (viii risks associated with expansion into additional markets where the Company does not have a
            presence or significant market penetration;


      (ix)  risks associated with the Company's dependence on key vendors and
            the ability to obtain or renew benefit contracts and general
            insurance policies at rates and with retention amounts acceptable to
            the Company;


      (x)   an unfavorable determination by the Internal Revenue Service or Department of Labor
            regarding the status of the Company as an "employer";


      (xi)  the possibility of client attrition due to the Company's decision to increase the price of its
            services, including medical benefits;


      (xii) risks associated with geographic market concentration;


      (xiii the financial condition of clients;


      (xiv) the effect of economic conditions in the United States generally on the Company's business;



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      (xv)  the failure to properly manage growth and successfully integrate acquired companies and
            operations;



      (xvi) risks associated with providing new service offerings to clients;


      (xvii the ability to secure outside financing at rates acceptable to the Company;


     (xviii)risks associated with third party claims related to the acts, errors or omissions of the worksite
            employees; and


      (xix) other factors which are described in further detail in this Annual
            Report on Form 10-K and in other filings by the Company with the
            Securities and Exchange Commission.

 The Company cautions that the factors described above could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company. Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements

                                     Part 1
                                     Part 1
                         Item 1. Description of Business

 We are a holding company engaged in the Professional Employer Organization
(PEO) industry through our principal operating subsidiary, Primary Business
Systems LLC. We are committed to establishing a significant presence in the PEO
industry by meeting the various needs of our clients.

 Our History:  We were incorporated in the state of Nevada in November 1996 under the name Anonymous
Data Inc.

 July 2001 Anonymous Data Inc. completed a reverse merger with ShareCom, Inc. and the name was
changed to ShareCom Inc. (SHCC).

 May 2002 ShareCom, Inc. sold all sold all of its assets, selected liabilities and business operations to
USAlert, Inc., an Illinois corporation and became a "shell corporation".

 November 29, 2002 we completed a reverse merger with Primary Business Systems LLC (PBS)
incorporated in the state of Texas October 1999, wherein PBS became the surviving operating entity.  In
March 2003 ShareCom, Inc. changed its name to Primary Business Systems Inc. (PYBS).

Recent Events:

 Mr. Brad Nordling (Nordling), the Company's former president and principal
stockholder, entered into an agreement to sell all of his shares of common stock
in the Company to Pine Services, Ltd. (Pine), an unaffiliated third party.
Nordling held 462,551,000 shares of common stock, which represented
approximately 58% of the issued and outstanding shares of the Company.

 On January 8, 2002, Nordling obtained two loans of $40,000 each, for a total of
$80,000, from outside third parties. These loans were each secured by 65,000,000
shares of the Company's common stock owned by Nordling, for a total of
130,000,000 shares. Nordling in turn advanced the $80,000 to the Company,
bearing interest at the rate of 5% per annum. During the month of March, 2002,
the third party lenders


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declared a default on their loans and took possession of and registered the
130,000,000 shares of common stock.
 On or about May 15, 2002, the sale of Nordling's common stock to Pine was
completed. This transaction passed all of Nordling's stock in the Company to
Pine and the two outside third parties described above, which represents
approximately 58% of the issued and outstanding shares of the Company.

 Also on or about May 15, 2002, the Company consummated the sale of its assets
and selected debt, along with the business operations in its entirety to
USAlert, Inc. an Illinois corporation (USAI). Nordling was the president of USAI
and the Company upon completion of this transaction. Upon completion of this
transaction, the Company was left virtually as a publicly held shell
corporation.

 On or about November 4, 2002 the company conducted a 1 for 2500 reverse-split
of its common stock.

 November 29, 2002 the reverse merger between ShareCom Inc, and Primary Business
Systems LLC was accomplished. On that date the members of Primary Business
Systems LLC exchanged one hundred percent of their membership in Primary
Business Systems LLC for 6,696,254 shares or approximately ninety percent of
ShareCom, Inc. stock. On or about that time the Patrick Matthews, Connie
Matthews and Amanda Sinclair were elected as directors of ShareCom, Inc and Dan
Davis then sole director ShareCom, Inc resigned. Management of ShareCom Inc. was
changed to reflect the change in direction Patrick Matthews is CEO/ President
and Amanda Sinclair is VP/Secretary/Treasurer.

 On or about February 24, 2003 application for the name change of ShareCom, Inc
to Primary Business Systems Inc. (PYBS) was approved by the State of Nevada and
subsequently approved and changed through NASDA effective March 31, 2003.


 Our Subsidiary Company: Primary Business Systems LLC (PBS) is a regional
Professional Employer Organization (PEO) committed providing human capitol
management solutions. We offer our clients, which are typically small to
medium-sized business with between five and one hundred employees, a broad range
of product and services that provide a complete solution for the clients' human
resources ("HR") outsourcing needs. As of December 31, 2002 the company served
more than 85 clients, as measured by individual client Federal Employer
Identification Numbers ("FEIN"), with approximately 1100 active worksite
employees.
 PBS's products and services include benefits administration, payroll
administration, governmental compliance, risk management, unemployment
administration, and health, welfare and retirement benefits.

 PBS's services are designed to improve the productivity and profitability of
 its client's business by: Allowing managers of these businesses to "focus on
 the business of business" by relieving them of the
time consuming and complex burdens associated with the business of employment;
 Enabling these businesses to attract and retain employees by providing health
and retirement benefits of worksite employees on a cost-effective and convenient
basis;
 Improving the cash management of these businesses with respect to payroll and insurance related expenses:
and
 Helping these businesses to better manage certain risks associated with
employees, including those associated with workers' compensation and state
unemployment taxes.
 In order to utilize PBS's products and services, the client transfers certain
employment-related risks and liabilities to PBS and retains other risks and
liabilities. In this context, the client and PBS are each viewed as and become a
"co-employer" of the client's worksite employees.

 As a co-employer, employment related liabilities are contractually allocated
between PBS and the client under a written Client Services Agreement. Under the
Client Services Agreement, PBS assumes responsibility for and manages the risk
associated with each client's worksite employee payroll obligations, including
the liability for payment of salaries and wages (including payroll taxes) to
each worksite employee and, at the client's option, responsibility for providing
group health, welfare and retirement benefits to such individuals. These
obligations of PBS are fixed, whether or not the client makes timely payment of
the associated service fee. In this regard, it's important to understand that,
unlike payroll


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<PAGE>



processing service providers, PBS issues to each of the client's worksite
employees PBS payroll checks drawn on PBS bank accounts. PBS also reports and
remits all required employment information and taxes to the Internal Revenue
Service ("IRS") and issues a Federal Form W-2 to each worksite employee under
the appropriate PBS FEIN. PBS assumes the responsibility for compliance with
those employment related governmental regulations that can be effectively
managed away from the client's worksite. PBS provides each worksite employee
workers' compensation insurance coverage under PBS's insurance policy. The
clients, on the other hand, contractually retain the general day-to-day
responsibility to direct, control, and manage each of the client's worksite
employees. The worksite employee services are performed for the exclusive
benefit of the client's business. The client also remains responsible for
compliance with those employment related governmental regulations that are more
closely related to the day-to-day management of worksite employee.

 PBS charges its clients a service fee that is designed to yield a profit to PBS
and to cover the cost of certain employment related taxes, workers' compensation
insurance coverage and administrative and field services provided by PBS to the
client. The component of the service fee related to administration varies
according the size of the client, the amount and frequency of the payroll
payments and the method of delivery of such payments. The component of the
service fee related to workers' compensation and unemployment insurance is
based, in part on the client's historical claims experience. In addition, the
client may choose to offer certain health, welfare and retirement benefits to
the worksite employees. The cost of the selected plans is billed separately from
the service fee. Many clients of PBS also obtain their commercial insurance
programs through insurance agencies referred to by PBS in those cases clients
will have additional billings for commercial insurance program. In addition to
the service fee, cost of selected benefit plans and commercial insurance,
billings to each client also include the wages and other employment related
taxes of each worksite employee. The gross billings are invoiced at the time of
delivery of each periodic payroll delivered to the client.

 PBS contacts with a licensed insurance carrier for workers' compensation
insurance coverage for its worksite employees. Texas Mutual Insurance Company
has provided a guaranteed cost workers' compensation insurance program for PBS
since 1999. PBS pays the premiums for this coverage and passes along to its
clients some or all of the cost attributable to the coverage for their
respective worksite employee. PBS does not act as an insurance company and is
not licensed in the state as an insurance company.

 PBS has an incentive to minimize its workers' compensation and unemployment tax
cost because PBS bears the risk that its actual cost will exceed these billed to
clients, and conversely, PBS profits on theses components of fits service
offerings in the event that it effectively manages such costs.


PEO Industry

The HR outsourcing industry began to evolve in the early 1980s, largely in
response to the difficulties faced by small to medium-sized businesses in
procuring workers' compensation and group health insurance coverage on a
cost-effective basis and operating in an increasingly complex legal and
regulatory environment. While various service providers, such as payroll
processing firms, benefits and safety consultants and temporary staffing firms,
were available to assist these businesses with specific tasks, PEOs began to
emerge as providers of a more comprehensive outsourcing solution to these
burdens. PEOs combined the employees of a large number of clients and leveraged
their purchasing power to obtain discounted workers' compensation and group
health insurance policies.

 The Company believes that the key factors driving demand for HR outsourcing
services through the PEO model include:

     o the increasing acceptance in the small to medium-sized business community
       of outsourcing certain non-core business functions such as those offered
       by the Company;



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    o  the increasing complexity of employment-related governmental regulations and the related costs of
       compliance;


    o  the size and growth of the small to medium-sized business community in the United States;


     o the need of businesses to manage the cash expenditures associated with
       payroll and payroll-related expenses, including workers' compensation
       insurance; and


     o the need to provide competitive health, welfare and retirement benefits
       on a cost-effective and convenient basis.

 Another factor affecting the HR industry has been the increasing recognition
and acceptance by regulatory authorities of PEOs and the co-employer
relationship created by PEOs, with the development of licensing or registration
requirements at the state level. Industry leaders, in concert with the National
Association of Professional Employer Organizations ("NAPEO"), have worked with
the relevant government entities for the establishment of a regulatory framework
that would clarify the roles and obligations of the PEO and the client in the
"co-employer" relationship. This framework generally imposes financial
responsibility on the PEO in order to promote the increased acceptance and
further development of the industry. See "Industry Regulation -- State
Regulation" beginning on page 10.

 Twenty-two states, including the state where the Company has offices (Texas),
have passed laws that have licensing, registration or other regulatory
requirements for PEOs and several states are considering such regulation. Such
laws vary from state to state, but generally codify the requirements that the
PEO must reserve the right to hire, terminate and discipline worksite employees
and secure workers' compensation insurance coverage. In certain instances, the
Company delegates or assigns such rights to the client. The laws also generally
provide for monitoring the fiscal responsibility of PEOs and, in many cases, the
licensure of the controlling officers of the PEO.

Since the late 1990's, due to changes in the workers' compensation and the group
health insurance markets, many PEOs have encountered significant difficulties in
obtaining workers' compensation and group health benefit insurance policies.
Many PEOs have exited the industry due to the lack of available workers'
compensation and group health benefit insurance programs or due to their
inability to provide the financing security required by insurance companies in
order to obtain insurance coverage.

 Many of the surviving PEOs, especially the larger ones, are capitalizing on the
co-employment model and transforming their businesses into full-service HR
outsourcing companies while still offering workers' compensation and group
health benefit insurance programs.

Products and Services

 The Company provides a broad range of products and services to its clients.
These products and services are primarily offered to the Company's clients on a
"bundled" or all inclusive basis. Health, welfare and retirement programs may be
elected to be offered to worksite employees at the option of each client. The
Company provides these products and services to its clients through the
following core activities:

 Retain the Best Employees. The Company assists its clients in retaining the
best employees for their businesses by providing:

                            o health benefits (m do welfarenbenefits)(voluo
                            employeerassistance programslife insurance,) o
                            retirement plans - 401(k)sdental and vision) o
                            employee retention best practicesinsurance,) o
                            welfare benefits (voluntary life insurance,) o
                            employee discounts best practicesinsurance,)
  AD&D, short-term and long-term disability)
o  welfare benefits (voluntary lifeoreward and recognition programsesinsurance,)

 Manage the Paperwork. The Company assists its clients in managing employment
related paperwork by providing the following services:



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                                    o       4o       payrolliprocessing, employmeno       Form W-2 preparationemployment
                                    o       Section 125, FMLA and COBRA
                                    o       unemployment claims administration
                                    o Section 125, FMLA and COBRA o benefits
                                    annual enrollment administration o time and
                                    attendance systems o benefits claims
                                    processing (health, disability and
                                    o payrolworkers'scompensation)no benefits claims
                                        processing (health, disability and
                                 related tax filings and administrationo payroll processing, employment

 Protect our clients' business. The Company assists its clients in protecting
their businesses by providing:

                                o HR policies oo employeeahiring and teo
                                employeelexit interview guidelines and forms o
                                regulatory compliance and guidancees o workers'
                                compensation insurancenes and forms o wage and
                                hour guidanceand guidancees o workplace safety
                                guidanceurancenes and forms
                            o       employee hiring and termination guidelines
                            o       workplace safety guidanceurancenes and forms

 Insuring our clients business. The Company assists its clients in insuring
their business by bringing in our alliance with insurance providers.


                              o General Liability Insura co OthertCommercial
                              insuranco Assisttin audit processes needsement t o
                              Commercial Auto Liability Procurement t o Assist
                              in determining levels ofsement t o Property &
                              Equipment Procureminsuranceto Assist in
                              determining levels ofsement t o Other Commercial
                              insurance needsement t o Assist in shopping the
                              market for the the best price to coverage
                              o       Assist in shopping the market for the the Client Selection and Retention Strategy.

 As part of its current client selection strategy, the Company offers its
services to businesses within specified SIC codes. All prospective clients are
also evaluated individually on the basis of total predicted profitability. This
analysis takes into account workers' compensation risk and claims history,
unemployment claims history, payroll adequacy, and credit status. With respect
to potential clients operating in certain industries believed by the Company to
present a level of risk exceeding industry norms, more rigorous approval
requirements must be met before the Company agrees to provide services to the
client. This process may include an on-site inspection and review of workers'
compensation and unemployment claims experience for the last three years. In
addition, under the terms of the Company's workers' compensation agreement,
prospective clients operating in certain industries or with historically high
workers' compensation insurance claims experience must also be approved by the
Company's insurance carrier before the Company enters into a contract to provide
services.

The Company maintains a client review program that includes a detailed
profitability and risk analysis of all its clients. Based on the results of
these analyses, the Company may modify its pricing, or if necessary, terminate
certain clients that the Company believes would otherwise be detrimental or not
contribute to its long-term profitability.


The Company's client retention rate for 2002 was 82.05% The Company uses the
NAPEO standard for measuring client retention, which is computed by dividing the
number of clients at the end of the period by the sum of the number of clients
at the beginning of the period plus the number of clients added during the
period. The client retention rate is affected by a number of factors including
the natural instability of the small to medium-sized business market and clients
that were terminated by the Company for reasons that include unacceptable risk
and low profitability to the Company.

 Client Services Agreement. All clients are required to enter into the Company's
Client Services Agreement. The Client Services Agreement provides for an initial
one-year term, subject to termination by the Company or the client at any time
upon 30 days prior written notice. After the initial term the contract may be
renewed, terminated or continued on a month-to-month basis. Following the
initial term, most contracts are continued on a month-to-month basis. Based on
the results of a financial review, the Company


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may require the owners of client companies to personally guarantee the client's
obligations under the Client Services Agreement.

 The Company retains the ability to terminate the Client Services Agreement as
well as its co-employment relationship with the worksite employees immediately
upon non-payment by a client. The Company manages its credit risk through the
periodic nature of payroll, client credit checks, owner guarantees, the
Company's client selection process and its right to terminate the Client
Services Agreement and the co- employment relationship with the worksite
employees.

 Employment-related liabilities are generally allocated between the Company and
the client pursuant to the Client Services Agreement, with the Company assuming
responsibility for worksite employee payroll obligations and for compliance with
certain employment-related governmental regulations. On the other hand, the
client remains responsible for compliance with the employment-related
governmental regulations that are more closely related to the daily supervision,
direction and control of worksite employees. In some cases, employment-related
liabilities are shared between the Company and the client. The following table
summarizes the general division of responsibilities for employment related
regulatory compliance under the Client Services Agreement:

the general division of responsibilities for employment related regulatory
compliance under the Client Services Agreement:



                        PBS                                                  CLIENT

        o       All rules and r go       FairvLaborgStandards Act and the Family and


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 o Worksite and employee  safety  under the  Occupational  Safety and Health Act
("OSHA")  o  Worksite  and  employee  safety  under the and  related  or similar
Federal,  state or local o Worksite and employee  safety under the regulations o
Worksite and employee  safety under the o Worksite and employee safety under the
o Government  contracting  requirements  as  regulated  by,  including,  but not
limited to: (i) o Government contracting  requirements as Executive Order 11246;
(ii) Vocational o Government  contracting  requirements as Rehabilitation Act of
1973;  (iii)  Vietnam Era o  Government  contracting  requirements  as Veteran's
Readjustment  Assistance Act of 1974; o Government  contracting  requirements as
(iv)  Walsh-Healy  Public  Contracts  Act; (v) Davis- o  Government  contracting
requirements  as Bacon Act; (vi) the Service  Contract Act of 1965; o Government
contracting  requirements  as and (vii) any and all  similar,  related or like o
Government   contracting   requirements   as  Federal,   state  or  local  laws,
regulations,  ordinances o Government contracting requirements as and statutes o
Government contracting  requirements as o Government contracting requirements as
o  Professional   licensing  and   liabilityas  o  Professional   licensing  and
liabilityas  o Internal  Revenue Code Sections  414(m),  (n) and (o) relating to
client maintained  benefit plans o Internal Revenue Code Sections 414(m),  (n) o
Internal Revenue Code Sections  414(m),  (n) o Laws affecting the assignment and
ownership of intellectual  property rights  including,  but not o Laws affecting
the assignment and ownership limited to, inventions,  whether patentable or not,
o Laws affecting the assignment and ownership any patents  resulting  therefrom,
copyrights and o Laws  affecting the  assignment  and ownership  trade secrets o
Laws  affecting the assignment and ownership o Laws affecting the assignment and
ownership o Worker Adjustment and Retrainingd ownership Notification Acto Worker
Adjustment  and  Retrainingd  ownership  o  Worker  Adjustment  and  Retrainingd
ownership o Laws  affecting the  maintenance,  storage and disposal of hazardous
materialso  Laws  affecting the  maintenance,  storage and o Laws  affecting the
maintenance, storage and o Title VII (Civil Rights Act of 1964, as and amended),
Immigration Reform and Control Act,o Title VII (Civil Rights Act of 1964, as and
the  Americans  with  Disabilities  Act, the Ageo Title VII (Civil Rights Act of
1964, as and


                                       11

<PAGE>



          Discrimination in Employment Act, Older
         Workers Benefit Protection Act (including
     provisions thereunder relating to client's premises)

 o All other federal, state, county or local laws,  regulations,  ordinances and
statutes  which  regulate  o All other  federal,  state,  county or local  laws,
employees' wage and hour matters, prohibit o All other federal, state, county or
local laws,  discrimination  in the workplace or govern the o All other federal,
state, county or local laws, employer/employee relationship o All other federal,
state, county or local laws, o All other federal, state, county or local laws, o
Fair Labor Standards Act and the Family andaws, Medical Leave Act of 1993*o Fair
Labor  Standards Act and the Family andaws,  o Fair Labor  Standards Act and the
Family andaws,


* PBS and the client are each responsible for certain provisions under the terms
of each Act.

Sales and Marketing

 The Company markets its services through a direct sales force. In order to
exercise more control over the client selection process, the Company uses a
direct sales force rather than selling through agents. The Company plans to
expand its regional coverage and add sales offices in major metropolitan areas
over the next few years as it accomplishes its expansion program. The Company's
sales associates are compensated by a combination of salary and commission
which, for top producers, will generate total compensation in the moderate six
figure range.

 The Company generates sales leads from various sources as well as from direct
sales efforts and inquiries. Each sales associate visits his or her clients
periodically in order to maintain an ongoing relationship and to seek new
business referrals. The Company also generates sales leads from referral
relationship partners and an information database of small businesses.

Vendor Relationships

 The Company provides benefits to its worksite employees under arrangements with
a number of vendors. The maintenance of insurance plans including workers'
compensation plans and health benefit plans that cover worksite employees is a
significant part of the Company's business. If the Company were required to
obtain replacement contracts, such replacement could cause a significant
disruption to the Company's business and possible dissatisfaction with the
Company's service offering leading to a decrease in client retention and an
adverse effect on the Company's future results of operations or financial
condition.

Workers' Compensation Plans

Beginning in 2000, Texas Mutual Insurance Company (Texas Mutual) was the
provider of workers' compensation insurance for worksite employees based in
Texas. The Texas Mutual program was a guaranteed cost insurance arrangement that
expired on November 17, 2001. The agreement with the Texas Mutual was renewed in
November 2001 and again in November 2002 for an additional one-year term. The
Company has no workers' compensation liability with respect to claims by Texas
based employees that arose in 2001 2002 or 2003 for amounts in excess of those
paid to Texas Mutual.



Health Benefit Plans

The Company partners with premier managed care companies to provide health
insurance to its worksite employees. Health Market is the primary partner
delivering health care to worksite employees, although Aetna U.S. Healthcare
('Aetna") provides HMO coverage to certain worksite employees. All health plans,


                                       12

<PAGE>



worksite employees must work a minimum of 30 hours per week to be eligible for
coverage. Additional eligibility criteria may be established in each client's
benefits contract. With respect to the health plans, the Company requires each
client that elects health coverage to meet minimum contribution and worksite
employee participation rates. The health plans are subject to a guaranteed cost
contract that caps the Company's annual liability.


 In addition to health coverage, the Company offers various other insurance
programs to worksite employees such as accident and sickness, life, accidental
death and dismemberment, short-term disability and long-term disability through
its affiliation with AFLAC.

Information Technology

 The Company has invested approximately $48 million and is continuing to invest
capital resources in the development and enhancement of its information and
technology infrastructure, including computer hardware and software and
telephony. This investment is intended to better serve the Company's client
base, achieve a high level of client satisfaction and to allow the Company to
improve efficiencies in its operations.

 These computer systems provide the Company with the capability to promptly and
accurately deliver payroll and related services and generate comprehensive
management reports. The Company's information systems manage all data relating
to worksite employee enrollment, payroll processing, benefits administration,
management information and other requirements of the Company's operations. The
current systems have high-volume payroll processing capabilities that allow the
Company to produce and deliver weekly payrolls to its clients, each customized
to the needs of such clients. In 2002, the Company processed approximately
74,000 payroll checks per week.

The Company processes payroll for all of its worksite employees using Summit
Financial payroll processing application. The Summit system enables the Company
to effectively manage its existing operations and maintain appropriate controls.

The Company is developing and deploying PBS HR Central, an online client and
employee portal. PBS HR Central allows clients to input their payroll data
directly into the Company's payroll applications via the Internet. Clients can
regularly add or delete employees, view reports, and change payroll information.
PBS HR Central provides real time access to PBS's entire suite of HR products
and services. PBS HR Central is fully integrated with the company's HRMS and
payroll engines. This full integration results in improved client satisfaction,
as well as improved operating margins. Summits software provides the foundation,
enabling a robust, client configurable portal, while PBS's custom developed
software provides additional ease of use and service capabilities.

 PBS HR Central allows the Company to service its clients 24 hours a day with
increased accuracy and efficiency. PBS HR Central is updated regularly to
increase its functionality. PBS HR Central is intended to serve as a human
resource information portal for clients providing a variety of payroll and human
resource tools, templates and information. Usage of this technology is expected
to increase in 2003 as almost 60% of new clients obtained in 2002 indicated a
desire to use PBS HR Central when reporting payroll information to the Company.

 The combination of the Summit systems for access and functionality and the PBS
HR Central online capabilities creates a unique solution capable of growing and
adapting to the evolving needs of clients.











                                       13

<PAGE>



Competition

The PEO industry is highly fragmented. The Company considers its primary
competition to be PEOs, insurance agents, and fee-for-service providers, such as
payroll processors and HR consultants. The market for human resource consulting
services is expected to become increasingly competitive as larger companies,
some of which have greater financial resources than the Company and which have
not traditionally operated in this industry, enter the market.

 The key competitive factors in the human resource consulting industry are
breadth and quality of services, price, reputation, financial stability, and
choice, quality and cost of benefits. The Company seeks to compete through its
ability to provide a full-service HR solution to its clients through its
advanced information technology solutions.

 The Company believes that some smaller PEOs are exiting the PEO industry due to
increased collateral required by providers of workers' compensation and health
benefits insurance. In addition, an increase in costs and a lack of available
workers' compensation and health benefits insurance programs is impacting these
PEOs providing excellent opportunities for consolidations in the PEO market
place the company expects to exploit.

Industry Regulation

 Numerous federal and state laws and regulations relating to employment matters,
benefit plans and employment taxes affect the operations of the Company. By
entering into a co-employer relationship with its clients, the Company assumes
certain obligations and responsibilities as an employer under these laws.
Because many of these federal and state laws were enacted before the development
of non-traditional employment relationships, such as PEOs, temporary employment
and other employment-related outsourcing arrangements, many of these laws do not
specifically address the obligations and responsibilities of non-traditional
employers. In addition, the definition of "employer" under these laws is not
uniform.

 Some governmental agencies that regulate employment have developed rules that
specifically address issues raised by the relationship among PEOs, clients and
worksite employees. Such regulations are relatively new and, therefore, their
interpretation and application of these regulations by administrative agencies
and Federal and state courts are limited or non-existent. The development of
additional regulations and interpretation of existing regulations can be
expected to evolve over time. In addition, from time to time, states have
considered, and may in the future consider, imposing certain taxes on gross
revenues or service fees of the Company and its competitors.

 The Company believes that its operations are currently in compliance in all
material respects with applicable Federal and state statutes and regulations.

Employee Benefit Plans

 Effective June 1, 2001 the Company began to offer a 401(k) retirement plan,
designed to be a "multiple employer" plan under the Internal Revenue Code of
1986, as amended (the "Code") Section 413(c). This plan design enables owners of
clients and highly compensated worksite employees, as well as highly compensated
internal employees of the Company, to participate. Generally, employee benefit
plans are subject to provisions of both the Code and the Employee Retirement
Income Security Act ("ERISA").


Federal Employment Taxes

 As an employer, the Company assumes responsibility and liability for the
payment of Federal and state employment taxes with respect to wages and salaries
paid to worksite employees. There are essentially three types of Federal
employment tax obligations:(i) withholding of income tax governed by Code
Section 3401, et seq.; (ii) obligations under the Federal Income Contributions
Act ("FICA"), governed by Code Section 3101, et seq.; and (iii) obligations
under the Federal Unemployment Tax Act ("FUTA"), governed


                                       14

<PAGE>



by Code Section 3101, et seq. Under these Code sections, employers have the
obligation to withhold and remit the employer portion and, where applicable, the
employee portion of these taxes.

 Among other employment tax issues related to whether PEOs are employers of
worksite employees are issues under the Code provisions applicable to Federal
employment taxes. The issue arises as to whether the Company is responsible for
payment of employment taxes on wages and salaries paid to such worksite
employees. Code Section 3401(d)(1), which applies to Federal income tax
withholding requirements, contains an exception to the general common law test
applied to determine whether an entity is an "employer" for purposes of Federal
income tax withholding. The courts have extended this common law employer
exception to apply for both FICA and FUTA tax purposes. Code Section 3401(d)(1)
states that if the person for whom services are rendered does not have control
of the payment of wages, the "employer" for this purpose is the person having
control of the payment of wages. The Treasury Regulations issued under Code
Section 3401(d)(1) state that a third party can be deemed to be the employer of
workers under this Section for income tax withholding purposes where the person
for whom services are rendered does not have legal control of the payment of
wages. Although several courts have examined Code section 3401(d)(1) with regard
to PEOs its ultimate scope has not been delineated. Moreover, the IRS has to
date relied extensively on the common law test of employment in determining
liability for failure to comply with Federal income tax withholding
requirements. Accordingly, while the Company believes that it can assume the
withholding obligations for worksite employees, if the Company fails to meet
these obligations, the client may be held jointly and severally liable. While
this interpretive issue has not, to the Company's knowledge, discouraged clients
from utilizing the Company's services, there can be no assurance that a
definitive adverse resolution of this issue would not do so in the future.

State Regulation

 While many states do not explicitly regulate PEOs, 22 states including the
state where the Company has offices (Texas) have passed laws that have
licensing, registration or other compliance requirements for PEOs and several
states are considering such regulation. Such laws vary from state to state but
generally provide for monitoring the fiscal responsibility of PEOs. The Company
holds licenses, is registered or otherwise compliant in the state it provides
services. Whether or not a state has licensing, registration or other compliance
requirement, the Company faces a number of other state and local regulations
that could impact its operations.

SEC Reports

 The Company is subject to the informational requirements of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the SEC. Such
reports and information can be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, DC
20549, and at the SEC's regional offices in New York, New York and Chicago,
Illinois.

 The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8- K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of
charge on the Company's website at www.pbs-sa.com, as soon as reasonably
practicable after electronically filing such reports with the SEC.


ITEM 2.    PROPERTIES

 The Company's operations are conducted from its 1781 square foot corporate
headquarters located at 433 Kitty Hawk Dr., Suite 226,Universal City, Texas. The
Company leases this facility under a lease which expires in January 2005, but
which can be renewed, at the option of the Company, an additional six months.
The Company considers its facilities to be adequate for its current operations.
Current monthly lease is $1,715.00 per month.





                                       15

<PAGE>



ITEM 3.    LEGAL PROCEEDINGS

 During January 2002, ShareCom, Inc. became the subject of inquiries from both
the United States Securities and Exchange Commission and the Division of
Securities of the State of Georgia relating to certain information about
ShareCom, Inc. that was faxed and e-mailed by the Company's public relations
firm to members of the financial marketplace. ShareCom, Inc has responded to
each of these inquiries and believes that it has addressed the concerns of both
agencies. The Company has received no additional response or inquiries from
either agency concerning this matter.

 Primary Business Systems, Inc has no pending legal proceedings or inquiries
against it.



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

 None

            ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS

 Market Information. Our common stock, par value $0.001 per share, is traded on
the OTC Bulletin Board of the National Association of Securities Dealers, Inc.
under the symbol "PYBS."



            Fiscal Year Ended December 31, 2001                High      Low
                                               First Quarte  $FNArFou  $rNAaFo  th Quarter
                                              Second Quarter $ NA Fourt$ NAaFourth Quarter
                                              Third Quarterr $ NA Fourt$ NAaFourth Quarter
                                              Fourth Quarter $ NA Fourt$ NAaFourth Quarter


            Fiscal Year Ended December 31, 2002                High      Low
                                               First Quarte  $FNArFou  $rNAaFo  th Quarter
                                              Second Quarter $ NA Fourt$ NAaFourth Quarter
                                              Third Quarterr $NA Fourth$QNArFourth Quarter
                                              Fourth Quarter $ 1.01 Fou$t0.02aFourth Quarter


 Dividends. The Company did not pay any cash dividends.
 NA Not Available: The Company at the time of this filling was unable to confirm
high/low share prices for the indicated periods.

 We are authorized to issue 750,000,000 shares of common stock, of which
87,120,664 shares were issued and outstanding as of April 11, 2003. The number
of stockholders of record for the Common Stock as of April 11, 2003 is 160. This
number does not include beneficial owners of the common stock whose shares are
held in the names of various dealers, clearing agencies, banks, brokers and
other fiduciaries.

 We have not paid any cash dividends since inception, and we do not anticipate
paying any cash dividend in the foreseeable future.

 Our transfer agent is Standard Registrar & Transfer Company, Inc. of Draper, Utah.

 THERE ARE RISKS ASSOCIATED WITH OUR STOCK TRADING ON THE NASD OTC BULLETIN
BOARD RATHER THAN A NATIONAL EXCHANGE.

 There are significant consequences associated with our stock trading on the
NASD OTC Bulletin Board rather than a national exchange. The effects of not
being able to list our securities on a national exchange include:


                                       16

<PAGE>



      - Limited release of the market prices of our securities; - Limited news
      coverage of us; - Limited interest by investors in our securities; -
      Volatility of our stock price due to low trading volume; - Increased
      difficulty in selling our securities in certain states due to
        "blue sky" restrictions; and
      - Limited ability to issue additional securities or to secure additional
        financing.

 IF OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE GREATER
 DIFFICULTY SELLING YOUR SHARES.

 The Securities Enforcement and Penny Stock Reform Act of 1990 applies to stocks
characterized as "penny stocks," and requires additional disclosure relating to
the market for penny stocks in connection with trades in any stock defined as a
penny stock. The Securities and Exchange Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions.

 The exceptions include exchange-listed equity securities and any equity security issued by an issuer that
has
      - net tangible assets of at least $2,000,000, if the issuer has been in
        continuous operation for at least three years;
      - net tangible assets of at least $5,000,000, if the issuer has been in
        continuous operation for less than three years; or
      - average annual revenue of at least $6,000,000 for the last three years.

 Unless an exception is available, the regulations require the delivery, prior
to any transaction involving a penny stock, of a disclosure schedule explaining
the penny stock market and the associated risks.

 If our financial condition does not meet the above tests, then trading in the
common stock will be covered by Rules 15g-1 through 15g-6 and 15g-9 promulgated
under the Securities Exchange Act. Under those rules, broker-dealers who
recommend such securities to persons other than their established customers and
institutional accredited investors must make a special written suitability
determination for the purchaser and must have received the purchaser's written
agreement to a transaction prior to sale. These regulations would likely limit
the ability of broker-dealers to trade in our common stock and thus would make
it more difficult for purchasers of common stock to sell their securities in the
secondary market. The market liquidity for the common stock could be severely
affected.



       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


 number of securities Weighted- umber of securities remaining e issued upon exerc
verage  exercise  vailable  for future  issuance  Nf  outstanding  optio rice of
outstand  Nnder equity  compensation  barrants and rights  iseaptions,  warrants
alans  (excluding  securities  o ns,p rights  ingureflected  in column (a)) Plan
category w o anp (a) (b) (c) 200,000,000 $  1,250,01,750,00  100,000,000  Equity
compensation plans approved by security holders 0











                                       17

<PAGE>



                                     PART II

ITEM 6.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

 The following discussion contains forward-looking statements. The Company's
actual results could differ materially from those discussed in such
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this Form 10-K. See
"Cautionary Note Regarding Forward-Looking Statements" beginning on page 1. The
following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto included elsewhere in this
filing. Historical results are not necessarily indicative of trends in operating
results for any future period.

Overview

 The Company is a regional provider of human capital management solutions. The
Company offers its clients, which are typically small to medium-sized businesses
with between five and one hundred employees, a broad range of products and
services that provide a complete solution for the clients HR outsourcing needs.
As of December 31, 2002, the Company served over 85 clients as measured by each
client's FEIN, with approximately 1100 active, worksite employees.. The
Company's products and services include assistance with recruiting, performance
management, training and development, benefits administration, payroll
administration, governmental compliance, risk management, unemployment
administration, and health, welfare and retirement benefits.

 Revenues. Revenues consist of service fees charged by the Company to cover the
costs of certain employment-related taxes, workers' compensation insurance
coverage and administrative and field services provided by the Company to its
clients. The service fee charged by the Company is invoiced along with each
periodic payroll delivered to the client. The client's portion of health plan
costs is charged separately and is not included in the service fee. Service
revenues are recognized in the period in which the worksite employee works.
Under this accrual method of accounting, service fees relating to worksite
employees with earned but unpaid wages at the end of each period are recognized
as unbilled revenues and the related payroll costs for such wages are accrued as
a liability during the period in which the worksite employee earns wages.
Subsequent to the end of each period, such wages are paid and the related
service fees are billed.

 Cost of Services. Cost of services includes all direct costs associated with
the Company's revenue generating activities as well as employee benefit costs,
workers' compensation insurance and state unemployment taxes.

 Employee benefit costs are comprised primarily of medical benefit costs, but
also include costs of other employee benefits such as dental, disability and
group life insurance. Benefit claims incurred by worksite employees under the
benefit plans are expensed as incurred according to the terms of each contract.
Worksite employee participation and the client's contribution towards the cost
of the Company's health benefit plans are at an established minimum.

 In certain instances, the Company opts to make a contribution toward the cost
of the worksite employees' medical benefit costs. In most small group health
markets, medical benefit plan rates vary based on the medical participants'
demographics. In order to offer a competitively priced business solution, the
Company may offer reduced medical benefit plan rates to worksite employees with
positive risk characteristics. The addition of these selected worksite employees
offsets potential adverse selection and helps to stabilize the overall medical
benefit plan risk to the Company.


 The Company offers its medical benefit plans through partnerships with premier
health care companies. These companies have extensive provider networks and
strong reputations in the markets in which the Company operates.


                                       18

<PAGE>




 All of the Company's health care providers offer preferred provider
organization ("PPO") coverage.
 The Company's workers' compensation program from January 1, 2000 through
December 31, 2002 was with Texas Mutual Insurance Company. The Company's
workers' compensation program is a guaranteed cost program where the company has
no liability beyond the premiums of the policy.

 State unemployment tax rates vary from state to state and are based upon the
employer's claims history. The Company aggressively manages its state
unemployment tax exposure by contesting unwarranted claims.

 Operating Expenses. Operating expenses consist primarily of salaries, wages and
commissions associated with the Company's internal employees, and general and
administrative expenses. Sales and marketing commissions and client referral
fees are expensed as incurred. The Company expects that future revenue growth
will result in increased operating leverage, as the Company's fixed operating
expenses are leveraged over a larger revenue base.

 Income Taxes. The Company records income tax expense using the asset and
liability method of accounting for deferred income taxes. The Company's
effective tax rate for 2002 was 0%.


 Profitability. Profitability is largely dependent upon the Company's success in
generating revenues for its services and managing the costs that are within its
control. Revenues and costs of service primarily relate to workers' compensation
coverage, health benefit plans and state unemployment taxes. The Company seeks
to manage these costs through the use of: (i) workers' compensation arrangements
with carriers who efficiently manage claims administration, internal risk
assessment and client risk management programs; (ii) appropriately designed
health benefit plans that encourage worksite employee participation, and, (iii)
aggressive management of its state unemployment tax exposure.

Table of Contractual Arrangements



         Payment due by period
    ess tha      -3 yea       3-
    1 year                     yea      ore tha
                               s           n
Contractual Obligations                           Total      L            1            5    r    M5 years
               None None None None None Long-Term Debt Obligations
  Capital NonepCapCapiNoneLCapiCapiNoneLCapCapitNoneeCCapiNoneLCapitallLeaseoObligations
 Operatin NoneeOpeOperNonegOperOperNonegOpeOperaNoneaOOperNonegOperatinglLeaseoObligations
    Purch NonerPurPurcNonelPurcPurcNoneiPurPurchNoneOPPurcNoneOPurchaseoObligations
          NonetTotTotaNone TotaTotaNone TotTotalNone TTotaNone Total

Off-balance Sheet Arrangements

 The Company does not currently have any off-balance sheet arrangements.

Critical Accounting Policies

 The accounting policies described below are those that the Company considers
critical in preparing its financial statements. These policies include
significant estimates made by management using information available at the time
the estimates are made. However, as described below, these estimates could
change materially if different information or assumptions were used. The
descriptions below are summarized and have been simplified for clarity. A more
detailed description of the significant accounting policies used by the Company
in preparing its financial statements is included in Note 1 of Notes to the
Consolidated Financial Statements and in Item 1 of this Form 10-K.

 Revenue Recognition. The gross billings that the Company charges its clients
under its Customer Services Agreement include each worksite employee's gross
wages, a service fee and, to the extent elected by the clients, health and
welfare benefit plan costs. The Company's service fee, which is computed as a
percentage of gross wages, is intended to yield a profit to the Company and
cover the cost of certain


                                       19

<PAGE>



employment-related taxes, workers' compensation insurance coverage, and
administrative and field services provided by the Company to the client,
including payroll administration, record keeping, and safety, human resources,
and regulatory compliance consultation. The component of the service fee related
to administration varies according to the size of the client, the amount and
frequency of payroll payments and the method of delivery of such payments. The
component of the service fee related to workers' compensation and unemployment
insurance is based, in part, on the client's historical claims experience. All
charges by the Company are invoiced along with each periodic payroll delivered
to the client.

 The Company reports revenues from service fees in accordance with Emerging
Issues Task Force ("EITF") No. 99-19, Reporting Revenue Gross as a Principal
versus Net as an Agent. The Company reports as revenues, on a gross basis, the
total amount billed to clients for service fees, health and welfare benefit plan
fees, workers' compensation and unemployment insurance fees. The Company reports
revenues on a gross basis for these fees because the Company is the primary
obligor and deemed to be the principal in these transactions under EITF No.
99-19. The Company now reports revenues on a net basis for the amount billed to
clients for worksite employee salaries, wages and certain payroll-related taxes
less amounts paid to worksite employees and taxing authorities for these
salaries, wages and taxes. The Company accounts for its revenues using the
accrual method of accounting. Under the accrual method of accounting, the
Company recognizes its revenues in the period in which the worksite employee
performs work. The Company accrues revenues and unbilled receivables for service
fees relating to work performed by worksite employees but unpaid at the end of
each period. In addition, the related costs of services are accrued as a
liability for the same period. Subsequent to the end of each period, such costs
are paid and the related PEO service fees are billed.



Results of Operations

The following table presents the Company's results of operations for the years
ended December 31, 2001 and 2002, expressed as a percentage of revenues:



                     Year Ended                              December 31, 2001        December 31, 2002
                          Reve 100.0s % 100.0 % Revenu
                   Cost of 77.9Serviceses 82.8Services Cost o

                         Gross 22.1ofitit 17.2ofit Gross
        Operating ttingEExpenses: t ttingEExpenses: ting Expenses: Opera
       General and a 15.4andnadministrat ve 11.4and administrat ve Genera
    Salaries, wages 8.5s,swageseandncom is 8.5s, wages and com issions Salari
              ConsultingConClti0gtServicesices lti23 Services Consu

             Total oper 24.2eratingncoststs 43operating costs Total

          Operating ( (2.1)n(loss)sincomeme (25.8)(loss) income Operat
                    Interes 0.0tsincomeme 0.0t income Intere
                   Interest 0.0tsexpensese 0.0t expense Intere
       Other non-ope 0.0on-operatingnexp ns 0.0on-operating exp nse Other

   (Loss) income be (2.1)omeobeforeoincome (25.8)me before inc me taxes (Loss)
      Income tax (ben otaxt(benefit)iprovis otax (benefit) pro ision Income

                  Net inco (2.1)em(loss)s) (25.8) (loss) Net in



                                       20

<PAGE>





   Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

 For the year ended December 31, 2002, revenues increased $1,283,513, or 63.5%
over 2001, totaling $3,303,918, compared to $2,020,405, for 2001. Revenue growth
was primarily due to the Company's marketing strategy and ability to provide
complete HR services to our clients.

 Cost of services which includes the cost of the Company's medical benefit
plans, workers' compensation insurance, state unemployment taxes and other costs
were $2,735,940, or 82.8% of revenues for 2002, compared to $1,574,787, or 77.9%
for 2001, representing an increase of $1,161,153, or 73.7%.

 Increases in the number of worksite employees are largely responsible for
increases in benefit expenses. Benefit expenses were $156,700 or 4.7% for 2002,
compared to $ 63,349 or 3.1% for 2001, an increase of $93,351.

 Workers' compensation costs were $382,147 or 11.6% for 2002, as compared to
$165,937 or 8.21% for 2001, representing an increase of $216,211. Workers'
compensation costs increased in 2002 due to the addition of worksite employees.

 State unemployment taxes were $12,114 for 2002, compared to $34,804 for 2001,
representing a decrease of $22,590 or 64.9%. This decrease was the result of a
decrease in the Company's experience rate.

 Gross profit was $567,978, or 17.2% for 2002, compared to $445,618, or 22.1%
for 2001, representing an increase of $122,360, or 27.5%. Gross profit margin
decreased 4.9% as a percentage of revenues primarily due to higher workers'
compensation cost and increases in benefit costs due to the increase of worksite
employees.

 Operating expenses were $1,419,305 or 43% for 2002, compared to $487,664 24.2%
for 2001, representing an increase of $931,641. The increase in operating
expenses was due largely to the implementation of a consulting advisory
agreement. (See ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. )

 Salaries, wages and commissions were $281,788 or 8.5% for 2002, compared to
$177,244 8.5% for 2001, representing an increase of $104,544, or 59 %. Payroll
costs as percentage of revenue were flat; we have developed our staff and
systems to the point which should allow us to maintain this cost ratio as we
expand.


 Other general and administrative expenses were $378,159 or 11.4% for 2002,
compared to $310,420 or 15.4% in 2001, representing an increase of $67,739, or
21.8%. General and Administrative expenses as a percentage of net revenue
decreased four percent due to efficiencies gained by improved systems which
facilitated our growth. The increase in general and administrative expenses was
due to the implementation of initiatives in areas related to services and
programs which fueled our growth.

Net loss was $840,268 for 2002, compared to a net loss of $36,469 for 2001,
representing an increase of $ 803,772. Losses in 2002 are largely a result of
the non cash booked value of consulting services.


   Liquidity and Capital Resources

 The Company had $ 30,866 in cash and cash equivalents, restricted certificates
of deposit and marketable securities at December 31, 2002. The Company is
required to collateralize its obligations under its workers compensation
coverage. The Company uses its cash as well as certificates of deposits to
collateralize these obligations as more fully described below.



                                       21

<PAGE>



 At November 18, 2002, the Company had deposited $80,097, as collateral with the
Company's workers' compensation plans. The Company's workers' compensation
programs for the 2001 through November 2003 program years are subject to no
further collateral adjustments.

 The Company had no long-term debt as of December 31, 2002.

The Company's gross billings charged to its clients include: (i) each worksite
employee's gross wages; (ii) a markup which is computed as a percentage of the
gross wages; (iii) related payroll taxes; (iv) the client company's portion of
benefits, including medical and retirement benefits, provided to the worksite
employees based on elected coverage levels by the client and the worksite
employee; and (v) other commercial insurance products procured through
partnering agencies whereby the company is the servicing agent. Included in the
Company's charges to its clients during 2002 were salaries, wages and payroll
taxes of worksite employees of $14.2 million.

 The charges to clients by the Company derived from salaries, wages and payroll
taxes is managed from a cash flow perspective so that a matching exists between
the time that the funds are received from a client to the time that the funds
are paid to the worksite employees and to the appropriate tax jurisdictions. As
a co- employer, and under the terms of the Client Services Agreement, the
Company is obligated to make certain wage, tax and regulatory payments. Because
of this, the objective of the Company is to minimize the credit risk associated
with remitting the payroll and associated taxes before receiving from the client
the service fees charged by the Company.

 The Company's primary short-term capital requirements relate to the payment of
accrued payroll and payroll taxes of its internal and worksite employees,
accounts payable for capital expenditures and the payment of accrued workers'
compensation expense and health benefit plan premiums.

 We expect to spend significant amounts to expand domestic sales and operations
through mergers and acquisitions. As a result, we will need to generate
significant additional revenue to achieve profitability based on such planned
expenditures and expansion. Even if we do achieve profitability, we may not be
able to sustain or increase profitability on a quarterly or annual basis. If we
do not achieve and maintain profitability, the market price for our common stock
may further decline.

If we do not receive additional capital when and in the amounts needed in the
near future, our ability to continue as a going concern is in substantial doubt.

 Obtaining future financing may be costly and will likely be dilutive to
existing stockholders. If we are not able to obtain financing when and in the
amounts needed, and on terms that are acceptable, our operations, financial
condition and prospects could be materially and adversely affected, and we could
be forced to curtail our operations or sell part or all of our assets.

 WE WILL NEED TO RAISE ADDITIONAL FUNDS. THESE FUNDS MAY NOT BE AVAILABLE
WHEN WE NEED THEM.

 Based on our current plans and the funding noted above, we believe that our
cash on hand and cash generated from our operations will be sufficient to fund
our operations for at least the next 12 months. However, the Company may look to
raise additional capital to operate the business, support expansion plans,
develop new or enhanced services and products, respond to competitive pressures,
acquire complementary businesses or technologies or respond to unanticipated
events. We can provide no assurances that additional financing will be available
when needed on favorable terms, or at all. If these funds are not available when
we need them, we may need to change our business strategy or reduce our
operations or investment activities. In addition, any issuance of additional
equity securities will dilute the ownership interest of our existing
stockholders and the issuance of additional debt securities may increase the
perceived risk of investing in us. The Company periodically evaluates its
liquidity requirements, capital needs and availability of capital resources in
view of its plans for expansion, anticipated levels of health benefit plan
subsidies, collateralization requirements for insurance coverages, and other
operating cash


                                       22

<PAGE>



needs. The Company believes that its current cash balances and cash flow from
operations will be sufficient to meet its requirements through 2003.

   Inflation

 The Company believes that inflation in salaries and wages of worksite employees
has a positive impact on its results of operations as its service fee is
proportional to such changes in salaries and wages.


ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The information required by this Item 8 is contained below AT PAGES 25-42. See
"Index to Consolidated Financial Statements and Financial Statement Schedule"
beginning on Page 26.


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

                                      None.

                                    PART III.



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

 The following table sets forth the names, ages and positions of our executive
officers and directors as of April 11, 2003. Under our bylaws, each director
holds office until the election and qualification of his successor or until his
earlier resignation or removal.


Name                            Age            Position

Patrick D. Matthews             44      Chairman, Chief Executive Officer and President

Amanda Sinclair                 21      Director, Executive Vice President, Secretary


Connie Matthews                 44      Director

---------------------------  ---------  -----------------------------------------------------------------------


 PATRICK D. MATTHEWS has been Chairman, CEO and President since November 29, 2003.  Mr.
Matthews was the founder of Primary Business Systems LLC., and established the company in October
1999.  From February 1997, Mr. Matthews was a Founder, Director, Vice President of Aerostaff Services
Inc., a PEO. From March 1992 Mr. Matthews was a Director and Regional Vice President of BSI a Texas
based PEO. From June 1990 Mr. Matthews was founder and Owner of Matthews Painting Co., a
commercial and residential painting company.  From March 1979 Mr. Matthews was Vice President with
Piccadilly Cafeterias. Mr. Matthews is the husband of Connie Matthews and the father of Amanda Sinclair

 AMANDA SINCLAIR has been Director, Secretary and Vice President since November 29, 2003. Mrs.
Sinclair was a Member, director of operations of Primary Business Systems LLC since January 2000. From
1998 Mrs. Matthews was employed by Lane Bryant as a sales associate. Mrs. Sinclair is currently enrolled
in a business degree program at St. Phillips College. Amanda Sinclair is the daughter of Patrick D. And
Connie Matthews




                                       23

<PAGE>



CONNIE MATTHEWS was a founding Member of Primary Business Systems LLC. From 1993 to 1997
Mrs. Matthews was President of AHJR Inc. DBA Connie's Kids, a state registered day care facility.  Mrs.
Matthews obtained an Associates Degree from St. Philips College in 1979. Connie Matthews is the wife of
Patrick D. Matthews and the mother of Amanda Sinclair.




ITEM 10.    EXECUTIVE COMPENSATION

 Earnings of an LLC are passed through to the Members of the LLC as a
consequence Mr. Matthews received no W-2 wages for 2002 and 2001. Amanda
Sinclair received $ 23,770 for 2002 and $21,875 for 2001.

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

 The following table sets forth common stock ownership information as of April
11, 2003 with respect to:

   -   Each person known to us to be the beneficial owner of more than 5% of our common stock;

   -   Each of our officers and directors;

   -   and All directors and officers as a group.

 This information as to beneficial ownership was furnished to us by or on behalf
of the persons named. Unless otherwise indicated, the business address of each
person listed is 433 Kitty Hawk Dr. Suite 226 Universal City, TX 78148.
Information with respect to the percent of class is based on outstanding shares
of common stock as of April 11, 2003. Except as otherwise indicated, to our
knowledge, each stockholder has sole power to vote and dispose of all the shares
of common stock listed opposite his name.

 For purposes of this table, each person is deemed to have beneficial ownership
of any shares of our common stock such person has the right to acquire on or
within 60 days after April 11, 2003.



       Name of Beneficial Owner                  Amount of Shares                    Percent of Class
                                                Beneficially Owned
Patrick D Matthews                                  68,393,591                             78.5
Amanda Sinclair                                      6,417,850                             7.4
Connie Matthews                                      4,284,813                             4.9
Frank Custable/ Suburban Capitol                     3,890,000                             4.5
---------------------------------------  --------------------------------- ------------------------------------
 All officers and directors as a group              79,096,254                             90.8
---------------------------------------  --------------------------------- ------------------------------------

 Frank Custable has under an Advisory Agreement dated November 6, 2002 the
ability to own up to 9.9% upon demand as compensation for services rendered
under said agreement. His business address is 2121 W. Army trail Rd., Suite 105,
Addison, Il, 60101.

 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 Certain Related Transactions could have a dilutive effect on a stock holder's
position and could cause volatility of the stock price.

 On or about November 6, 2002 Primary Business Systems Inc. entered into an non-exclusive Advisory
Agreement with and between Frank J. Custable, Jr. and Suburban Capital Corporation ("Advisor") whereas
Advisor would perform certain services for and on behalf of the Company not limited to the development of
corporate acquisition strategy, corporate positioning strategy, and corporate partnering strategy.  Further


                                       24

<PAGE>



Advisor would introduce the Company to other business entities that could
advance Company's strategic plan. As compensation the Advisor was deemed to have
earned $750,000 on the close of the merger between the Company (formerly
ShareCom, Inc) and Primary Business Systems LLC, this entry is noted in the
financial data. The Advisor may be entitled to compensation of an additional
$1,250,000 for services to be rendered during the term of the Agreement. (See
Exhibit: Advisory Agreement).


 RELATED PARTY ACTIVITY

As a group the Directors of the Company owns a number of other Companies that
provide services to and for the benefit of the Company or clients of the
Company; the other companies are Consumers Insurance Agency LLC, PBS Premium
Funding LLC and AHJR Inc. At this point the Board is in discussions with its
advisory members (outside CPA and Attorney) regarding the benefit or need to
bring in any or all of the companies in to the Company. If it is determined
these entities are to become part of Primary Business Systems Inc., the
relationship of the entities to the Company will be as parent and subsidiary
maintaining the Companies position as a "Holding Company". The addition of the
other entities will give the Company positions in the PEO industry, the
Temporary Employee Leasing industry, the Commercial and Personal Insurance
brokerage industry and the Insurance Premium Funding Industry. Each of these
combinations complements the other and could make the Company a premier
employment outsourcing company.



ITEM 13.    CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, the Company's management,
including the Chief Executive Officer and the Company's CPA, conducted an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-14(c) of the Exchange
Act. Based upon that evaluation, the Company's Chief Executive Officer and
Company's CPA concluded that the Company's disclosure controls and procedures
were effective as of the date of the evaluation. There have been no significant
changes in the Company's internal controls, or other factors that could
significantly affect the Company's internal controls, subsequent to the date the
Chief Executive Officer and Company's CPA carried out their evaluation,
including any corrective actions taken with regard to significant deficiencies
and material weaknesses.






                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       25

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.
                                  & SUBSIDIARY




                   Audited Consolidated Financial Statements

                           December 31, 2002 and 2001





















                                       26

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.

                                TABLE OF CONTENTS

                           December 31, 2002 and 2001



INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . Page        27


CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheets . . . . . . . . . . . . . . . . . . . . . . .. . .Page 28

       Statements of Operations. . . . . . . . . . . . . . . . . .Page        30

       Statements of Stockholders' Equity . . . . . . . . . . . . Page        31

       Statements of Cash Flows . . . . . . . . . . .. . . . . . .Page        32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . .        . . . Page        34






















                                       27

<PAGE>



SELLERS AND ANDERSEN, LLC                                             941 East 3300 South, Suite 202
-------------------------
Certified Public Accountants and Business Consultants            Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA                                      Telephone 801 486-0096
                                                                                                    Fax 801 486-0098

Board of Directors & Audit Committee
Primary Business Systems, Inc.
Universal City, Texas


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We have audited the accompanying consolidated balance sheet of Primary Business
Systems, Inc. and Subsidiary as of December 31, 2002 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the two years ended December 31, 2002 and 2001. These financial statements are
the responsibility of the Company's Management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Primary Business
System, Inc. and Subsidiary as of December 31, 2002 and the results of its
operations and its cash flows for the two years ended December 31, 2002 and 2001
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in the financial
statements and notes to the financial statements, the Company has suffered
significant losses. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding these
matters are described in the notes to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


April 10, 2003
Salt Lake City, Utah
                                                                     s/Sellers & Andersen, LLC




                                       28

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.

                           Consolidated Balance Sheet
                             As of December 31, 2002



                ASSETS
Current assets
       Cash                                                                           $       30,868
       Notes receivable                                                                       53,799
       Client accounts receivable                                                             63,474
       Workers Compensation Prepaid Premiums                                                  80,097
                                                                                              ------
                Total Current Assets                                                         228,238
                                                                                             -------

Property & Equipment
       Furniture & Fixtures                                                                   10,548
       Computer equipment                                                                     82,003
       Payroll software                                                                       43,724
                                                                                              ------

       Less: accumulated depreciation                                                        136,275
                                                                                            (87,377)
                Total Property & Equipment                                                    48,898
                                                                                              ------

Other assets
       Prepaid marketing                                                                     270,000
       Goodwill                                                                              550,000
                                                                                             -------
                Total Other Assets                                                           820,000
                                                                                             -------
       Total Assets                                                                   $    1,097,136
                                                                                           ---------

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




                                       29

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.

                           Consolidated Balance Sheet
                             As of December 31, 2002



                LIABILITIES
Current liabilities
       Accounts payable                                                             $        90,649
       Checks drawn on uncollected payrolls                                                 111,249
       Credit card payable                                                                   41,893
       Line of credit from banks                                                             55,807
                                                                                             ------
                Total Current Liabilities                                                   299,598

Other liabilities
       Due to shareholder/officer for stock yet to issue                                    593,294
                                                                                          ---------
                Total Liabilities                                                           892,892
                                                                                          ---------
Stockholders' Equity
--------------------
       Common stock, - $.001 par value
           authorized - 750,000,000 shares
       Issued and outstanding 11,202,664                                                     11,021
       Paid in excess of par                                                              1,069,987
       accumulated (deficit)                                                             ( 876,764)
                                                                                    ---------------
                Total Stockholders' Equity                                                  204,244
                                                                                         ----------
       Total liabilities and Stockholders's Equity                                  $     1,097,136
                                                                                       ------------


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








                                       30

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.

                      Consolidated Statements Of Operations
                 For the Years Ended December 31, 2002 and 2001


                                                                                  2002                   2001
                                                                                 ------                 -----
Revenues                                                                     $   3,303,918           $    2,020,405
Cost of revenues                                                                 2,735,940                1,574,787
                                                                          ----------------          ---------------
Gross Profit                                                                       567,978                  445,618
                                                                         ------------------        ----------------
Operating Expenses
       General and Administrative                                                  378,159                  310,420
       Wages, commissions & salaries                                               281,788                  177,244
       Consulting services for acquisition                                         759,358                        -
                                                                         ------------------           -------------

                Total Operating Expenses                                         1,419,305                  487,664
                                                                         ------------------          --------------
(Loss) from Operations                                                           (851,268)                 (42,046)
                                                                         ------------------         ---------------
Other Income                                                                        11,059                    5,550
                                                                         --------------------       ---------------
(Loss Before Prevision For Income Tax)                                           (840,268)                 (36,469)
                                                                         -------------------        ---------------
Provision for Income Taxes                                                               -                        -
                                                                         ------------------------      ------------

Net (Loss)                                                               $       (840,268)         $       (36,496)
                                                                         -----------------         ----------------
                                                                         ----------------------  ------------------

Basic & Distributed Net (Loss) Per Share                                 $          (.084)       $                -
                                                                         -------------------        ---------------
                                                                         ----------------------  ------------------
Basic and Distributed Weighted Average
       Shares Outstanding                                                          996,389                         -
                                                                         -------------------     ------------------
                                                                         ----------------------  ------------------









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





                                       31

<PAGE>



                         PRIMARY BUSINESS SYSTEMS, INC.

                 Consolidated Statements Of Stockholders' Equity
                 For the Years Ended December 31, 2002 and 2001



                                           Common Stock                    Additional        Accumulated         Total
                                                                           Paid-in-          Deficit             Equity
                                                                           Capitol
                                                                           ----------------- ------------------- ----------------
                                           Shares           Amount
                                           ---------------- --------------
Balance 12/31/2000                                        -    $       -   $         -       $       -           $     -
Net Loss                                                           -                 -            (36,496)       (36,496)
                                           ---------------- -------------- ----------------- ------------------- ----------------
Balance December 31, 2001                                 -              -                 -            (36,496)         (36,496)

         Shares issued in connection with
            the plan of reorganization on
                       November 29, 2002:
           Issuance of unrestricted stock
            to ShareCom, Inc stockholders
                                             126,104                   126           (7,626)                   -          (7,500)
         Issuance of restricted stock for
                              acquisition  6,696,254                 6,696            44,954                   -           51,560

       Issuance of unrestricted stock for
                                 services  1,790,000                 1,790         1,018,210                   -        1,020,000
         Issuance of restricted stock for
                                 services  2,408,306                 2,409            14,449                   -           16,858
Net (Loss)                                                -              -                 _           (840,268)        (840,268)
Balance December 31,02002                        16,020,664       $ 11,201        $1,069,987         $ (876,764)        $ 204,244
                                           ---------------- -------------- ----------------- ------------------- ----------------






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





                                       32

<PAGE>



                                            PRIMARY BUSINESS SYSTEMS, INC.

                                         Consolidated Statements Of Cash Flow
                                    For the Years Ended December 31, 2002 and 2001


                                                                                                      2002                2001
                                                                                    ----------------------  ------------------
Net Income                                                                                  $    (840,268)       $    (36,496)
           Adjustments to reconcile net income (loss) to net cash
     provided by (used by) operating activities: Consulting                                        759,385                   -
Services for acquisition
       Depreciation and amortization                                                                35,398              35,938
       (Increase) decrease in accounts receivable                                                    7,758             (7,613)
       (Increase) decrease in prepaid expense                                                     (47,767)            (32,330)
       (Increase) decrease in other current assets                                                (53,799)                   -
       Increase (decrease) in accounts payable                                                   (152,073)              85,544
       Checks drawn on uncollected payrolls                                                        111,249                   -
                                                                                    ----------------------  ------------------
Total Adjustments                                                                                  660,124              81,539
                                                                                    ----------------------  ------------------
Net cash provided by (used in) operating activities                                              (180,144)              45,043
                                                                                    ----------------------  ------------------
Cash flows from investing activities
       Payments for the purchase of property                                                      (15,675)            (26,926)
                                                                                    ----------------------  ------------------
       Net cash provided by (used in) investing activities                                        (15,675)            (26,926)
                                                                                    ----------------------  ------------------
Cash flows from financing activities
       Net borrowing under line of credit                                                           56,491              32,754
       Principal payments on short-term debt                                                             -               (176)
       Principal payments on long-term debt                                                              -            (30,522)
       Due to shareholders/officers                                                                 42,307              47,243
                                                                                    ----------------------  ------------------
       Net cash provided by (used in) financing activities                                          98,798              49,299
                                                                                    ----------------------  ------------------
Net increase (decrease) in cash and cash equivalents                                              (97,021)              67,416
Cash and cash equivalents at beginning of year                                                     127,889              60,473
                                                                                    ----------------------  ------------------
Cash and Cash equivalents at end of year                                                      $     30,868        $    127,889
                                                                                    ----------------------  ------------------
The accompanying notes are an integral part of these financial statements



                                       33

<PAGE>





                                            PRIMARY BUSINESS SYSTEMS, INC.

                                   Consolidated Statements Of Cash Flow (continued)
                                    For the Years Ended December 31, 2002 and 2001




                                                                                                      2002                2001
                                                                                    ----------------------  ------------------
Supplemental information
Cash Payments for Income Taxes                                                      $                      -$                  -
                                                                                    ----------------------  ------------------
Non Cash Items
       Stock for goodwill                                                              $            51,650  $                 -
       Stock yet to issue for goodwill                                                  $          498,350                   -
       Stock for prepaid marketing                                                      $          270,000                   -
       Stock for professional services                                                  $          759,358  $                 -
                                                                                    ----------------------  ------------------
























The Accompanying notes are an integral part of these financial statements



                                       34

<PAGE>





                  NOTE 1 - Organization and Nature of Business

                                     History

Primary Business Systems, Inc. (the "Company"), was incorporated in 1996 under the State of Nevada under
the name of Anonymous Data Corporation.  In July 2001 the Company was name changed to ShareCom, Inc..
The Company then changed its name to Primary Business Systems, Inc. on February 26, 2003.

On May 28, 2002 the Company filed a Form 8-K with the United States Securities
and Exchange Commission ("SEC"). It states:

        "On or about May 28, 2002, a change of control of the Registrant
       occurred, as a result of Pine Services, Ltd ("Purchaser") purchasing
       432,551,000 shares of $.001 par value, capital voting stock of the
       Registrant (the "Shares") from Mr. Brad Nordling, the former president of
       the Registrant. The consideration for the purchase included the payment
       of $100,000 to the Seller; the release of certain note obligations
       aggregating approximately $885,000 and permitting certain assets of the
       Registrant to be transferred to another entity controlled by Seller. The
       source of the cash component of the consideration for the purchase of the
       Shares was the working capital of the Purchaser.

       "The basis of the control is Purchaser's ownership of 432,551,000 shares
       representing approximately 50% of the issued and outstanding Shares. The
       transaction which resulted in the change in control was the closing of a
       stock purchase agreement."

From about May 28, 2002 to around November 29, 2002 the Company did
transactions, including a 2500 for 1 reverse stock split of common stock. The
Company at that juncture was a "publically held shell company" of which prior
management confirms it personally assumed all debt, leaving the Company without
any assets and without any liabilities.

On or about November 29, 2002 the members of Primary Business Systems, LLC
(LLC), a Texas limited liability company, exchanged 100% interest in the LLC for
90% of the stock ownership of the Company. Ownership and management control
changed to the former members of the LLC.

Business Activity

    The Company is a holding company. Its wholly owned subsidiary, Primary
Business Systems, LLC, a Texas LLC, is a provider of Professional Employment
Organization ("PEO") services. A PEO is defined as an organization that provides
an integrated and cost effective approach to the management and administration
of the human resources and employer risk of its clients, by contractually
assuming substantial employer rights, responsibilities, and risks and, through
the establishment and maintenance of an employer relationship with the workers
assigned to its clients.

       With the ownership and control shift of the Company moving from what it
       was formerly involved in by ShareCom, Inc. to what the LLC is doing, the
       financial statements presented herein are those of what the LLC is doing.
       This business combination the surviving company is the Company while the
       surviving financial activity is the Subsidiary in a reverse merger.
       Consequently, these financial statements present only the financial
       activity and results of operations of the LLC.

                                       35

<PAGE>






    NOTE 2 - Summary of Significant Accounting Policies

       Principles of Consolidation

       The consolidated financial statements shown in this report excludes the
       historical operating information of the parent before December 31, 2002,
       and includes the operating information of the subsidiary, Primary
       Business Systems, LLC, from January 1, 2001 to December 31, 2002.

       The Company prepares its books and records on the accrual basis for
       financial reporting and for income taxes. . The financial statements have
       been prepared in accordance with accounting principles generally accepted
       in the United States of America.
                .
       The LLC before becoming subsidiary of the Company maintained its books
       and records on an accrual basis of accounting and it reported the results
       of its operations for income tax purposes as an "S" corporation. These
       financial statements have modified to present them on an ongoing basis of
       accounting and tax reporting, including but not limited to accruing a
       full compensation to officers (members) as part of the wages, commissions
       & salaries on the statement of operations.

       All intercompany transactions have been eliminated.

       Use of Accounting Estimates

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America 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.




                                       36

<PAGE>





    NOTE 2 - Summary of Significant Accounting Policies - Continued

       Cash Equivalents

       For purposes of reporting of cash flows, the Company classifies all cash
       and short-term investments with maturities of three months or less to be
       cash equivalents.

       Fair Value of Financial Instruments

       The methods and assumptions used to estimate the fair value of each class
       of financial instruments are as follows:

       Cash and cash equivalents, receivables, prepaid premiums, accounts
       payable, notes payable are reflected in the financial statements at fair
       value because of the short maturity of these instruments.

       Amounts due to shareholder/officer for stock yet to issue are contingent
       on the value of the stock yet to issue from time to time, so the amount
       reflected in the financial statements is the approximate fair value.
       Refer to the Note discussing equity and stock commitments for further
       information.

       Concentration of Credit Risk

       Financial instruments which potentially subject the Company to
       concentrations of credit risk consist principally of cash deposits. The
       Company will exceed the FDIC insurable limit in an account only when
       gross payrolls billed and collected post to the payroll bank account
       before the payroll checks and tax deposits are posted. The timeliness of
       the deposits and withdrawals are such that no material credit risk is
       estimated by management.

       The Company provided its services to its clients based upon an evaluation
       of each client's financial condition. Exposure to losses on receivables
       is primarily dependent on each client's financial condition. The Company
       mitigates such exposure by requiring customers to immediately pay via
       electronic funds transfer the amount of the payroll billed, through COD
       payment of invoices, through deposits or letters-of-credit or personal
       guarantees from certain clients. Exposure to credit losses is monitored
       by the Company, and allowances for anticipated losses are established
       when necessary.

       Property and Equipment

       Property and equipment are valued at cost. Depreciation is provided by
       use of the straight-line method over the estimated useful lives of the
       assets. Useful lives of the respective assets are generally from three to
       seven years. Purchase of property and equipment greater than $500 and
       major repairs of existing equipment that extends the



                                       37

<PAGE>





    NOTE 2 - Summary of Significant Accounting Policies - Continued

       useful life of the asset are capitalized.

       Impairment of Long-Lived Assets

       It is the Company's policy to periodically evaluate the economic recover
       ability of all of its long-lived assets. In accordance with that policy,
       when the Company determines that an asset has been impaired, it
       recognizes the loss in its statement of operations.

       Revenue Recognition

       The Company bills its clients on each payroll date an administrative fee
       for: 1) the actual gross salaries and wages plus related employment taxes
       and employee benefits of the company's worksite employees, 2) actual
       costs associated with worksite employees, (e.g. recruiting costs, drug
       testing, etc.), 3) workers compensation and unemployment costs, 4) other
       benefits associated with the worksite employees, 5) other insurance
       premiums associated with the client, and 6) payroll processing

       the Company's administrative fee is computed based upon either a fixed
       fee per worksite employee or an established percentage of gross salaries
       and wages, negotiated at the time


       the client service agreement is executed. The Company's administrative
       fee varies by client based primarily upon the nature and size of the
       client's business and Company's assessment of the costs and risks
       associated with the employment of the client's worksite employees.

       Accordingly, the Company's administrative fee income will fluctuate based
       on the number and gross salaries and wages of worksite employees, and the
       mix of client fee income will fluctuate based on the mix of total client
       fee arrangements and terms. Although most contracts are for one year and
       renew automatically, the Company and its clients generally have the
       ability to terminate the relationship with 30 days notice.

       Comprehensive Income

       The Company has adopted SFAS No. 130 Reporting Comprehensive Income.  The Company has no
       reportable differences between net income and comprehensive income, therefore a statement of
       comprehensive income has not been presented.







                                       38

<PAGE>





    NOTE 2 - Summary of Significant Accounting Policies - Continued

       Income Taxes

       the Company has adopted the provisions of statements of Financial
       Accounting Standards No. 109, "Accounting for Income Taxes," which
       incorporates the use of the asset and liability approach of accounting
       for income taxes. The asset and liability approach requires the
       recognition of deferred tax assets and liabilities for the expected
       future consequences of temporary differences between the financial
       reporting basis and the income tax basis of assets and liabilities.

       During 2002, the Company underwent an ownership change as defined in
       Section 382 of the Internal Revenue Code. Consequently, management
       believes the net operating loss carry forwards are lost. Therefore, no
       recognition of any net operating loss carry forwards or benefits are
       recognized in these financial statements.

       The Subsidiary (operating company) has a tax year end of September 30.
       Management is seeking to change the accounting, reporting and tax year of
       the Company to conform with the year end of the Subsidiary.

       Stock-Based Compensation

       SFAS No. 123, "Accounting for Stock-Based Compensation" established
       accounting and disclosure requirements using a fair-value based method of
       accounting for stock-based employee compensation plans. The Company has
       elected to remain on its current method of Accounting as described above,
       and has adopted the disclosure requirements of SFAS No. 123.

       Net (Loss) Per Share of Common Stock

       The basic and diluted net income (loss) per common share in the
       accompanying statements of operations are based upon the net income
       (loss) divided by the weighted average number of shares outstanding
       during the periods presented. Diluted net (loss) per common share is the
       same as basic net (loss) per share because including any pending shares
       to issued for goodwill would be anti-dilutive.

       Advertising Costs

       The Company's advertising costs are expensed when incurred. Total
       advertising costs of $5,874 and $8,118 were incurred for the years ended
       December 31, 2002 and 2001, respectively.





                                       39

<PAGE>





    NOTE 2 - Summary of Significant Accounting Policies - Continued

       Net (Loss) Per Share of Common Stock

       Basic and diluted net (loss) per common share in the accompanying
       statements of operations is based upon the net (loss) divided by the
       weighted average number of shares outstanding during the periods
       presented. Diluted net (loss) per common share is the same as basic net
       (loss) per common share since the inclusion of all potentially dilutive
       common shares that would be issuable upon exercise of anything in the
       employee stock plan would be anti-dilutive.

       Other Recent Accounting Pronouncements

       The Company does not expect that the adoption of other recent accounting
       pronouncements to have any material impact on its financial statements.


    NOTE 3 - Equity & Common Stock

       Majority Owner's Common Stock Pledged

       On November 29, 2002 Pine Services, Inc. sold its equity interest in the
       Company to the members of Primary Business Systems, LLC, leaving them
       with approximately 90% ownership of the Company. This agreement left the
       existing stockholders of the Company before the acquisition a total of
       126,104 shares while the members of the LLC received 2,696,256 shares of
       the Company stock. The members of the LLC agreed to pay $550,000 for the
       Company, which was a publically held "shell" corporation. The major
       shareholder pledged 60% of his Company stock for what ever amount it may
       take to pay off the $550,000 due to Pine Services, Inc. He has three
       years to pay it off.

       Stock-Based Compensation & Goodwill

       The Company in acquiring through a reverse merger its subsidiary also set
       up an agreement with a consultant ("Advisor") to provide consulting
       services to the Company, the value of which is not to exceed $2,000,000.
       It is computed based on the stock issued to the Advisor and what the sale
       proceeds the Advisor receives. The Advisor owns up to 9.9% total
       ownership in the Company at any one time. The Advisor's stock is
       registered with the SEC on Form S-8 and is unrestricted (free trading)
       stock. Up to every 65 days the Advisor can receive newly issued stock
       computing up to 9.9% of the total issued and outstanding shares of the
       Company and sell it and keep the proceeds. Once the Advisor has received
       $2,000,000 in proceeds from stock sales, or on or about December 15,
       2003, which ever comes first, then the Company has no further obligation
       to issue the Advisor additional stock..

    NOTE 3 - Equity & Common Stock

       In conjunction with the purchase agreement, the majority owner, who is
       the CEO of the Company, has the rights to maintain majority ownership in
       the Company through out the time the Advisor continues to receive stock.
       His stock, however, is Section 144 restricted stock he must hold for at
       least 1 year from the date of issue. Payments to him for restricted stock
       received is recognized as goodwill paid for the reverse acquisition of
       the Subsidiary.


                                       40

<PAGE>





       So, every time the Advisor receives up to 9.9% new unrestricted S-8 stock
       of the Company to sell, the controlling owner receives over 9 times that
       much more additional restricted Section 144 stock.. Because restricted
       stock issued cannot be sold immediately, its value is less than the
       market value of the stock when issued. Management is unable to determine
       the value of the restricted stock as to number to receive or the value to
       receive. Management estimates goodwill is worth a minimum of $550,000, so
       that is the value assigned to these restricted stock issues to recognize
       as goodwill. Out of the $550,000, $51,650 was received as of December 31,
       2002. The estimated amount due to the shareholder/officer is recognized
       on the balance sheet as an other payable for $593,294.


    NOTE 4 - Goodwill

       Goodwill is the fair value of amount paid for the Company to acquire its
       Subsidiary over the other assets received and valued, which equals
       $550,000. Refer to the Note above on Stock-Based Compensation. Management
       believes goodwill is not impaired.




    NOTE 5 - Employee Benefit Plan

       During 2001 the Subsidiary established a 401-K employee benefit plan for
       its employees and worksite employed. Under $30,000 of the plan pertains
       to the Company per se as most of it relates to its clients and the
       worksite employees associated with them..


    NOTE 6 - Prepaid Marketing

       In December 2002, the Company entered into an agreement with a consultant
       to receive a marketing campaign in 2003 to enhance the business and its
       growth. The consultant received 900,000 shares of common stock in advance
       to do the work.



    NOTE 7 - Related Party Transactions

       The majority shareholder advances the Company (Subsidiary) funds from
       time to time should it need it. The funds advanced, including for stock
       yet to issue, is $593,294 and $52,637 at December 31, 2002 and 2001
       respectively.

       The accounts receivable balance of $117,273 as of December 31,2002
       includes an amount due of $53,799 from Consumers Insurance Agency LLC
       (CIA). The Company bills CIA for rent, payroll and office expense
       reimbursement on a regular basis. These transactions are related party
       transactions as CIA is owned by the Directors of the Company.

       In May 2002, the Company agreed to sub lease space to CIA. The lease
       agreement makes available to CIA 500 square feet of office space for $500
       per month. Management has elected to record the sublease amount as an
       offset to rent expense. The sub lease rental revenue for the year ended

                                       41

<PAGE>





       December 31, 2002 was $4,000 resulting a net rent expense for that period
       of $16,676. The sub lease agreement is a related party transaction.

    NOTE 8 - Lease Commitments

       The net rent expense for the years ended December 31, 2002 and 2001 was
       $20,676 and $23,511 respectively. The rent was paid to Office Building
       Partnership. The Company negotiated a new lease agreement as of July 2002
       to the space currently occupied for $1,715 per month; previously, it was
       $1,809 per month. The lease ends in January 2005 with an option to
       continue the lease on a month-to- month basis for the following 6 months.


    NOTE 9 - Line of Credit

       Lines of Credit are for:                                        2002             2001
                                                                     --------         --------

       Jourdanton State Bank, limit of $50,000 at 8%
       interest.  Collateralized with accounts receivable
       and right of payment and equipment                               $ 49,845          $    -

       Frost Bank, limit of $10,000 at 5% interest, unsecured
       due on May 30, 2003                                                 5,962              -
                                                                              -----------------------------

                                                                        $ 55,807          $    -
                                                                             -----------------------------




    NOTE 10 - Credit Card Payable

       The Company regularly uses two credit cards held under the majority
       shareholder's individual name, but are used exclusively for the Company.
       Interest paid on these accounts are charged to interest expense. Balances
       owed are:

                                                                       2002             2001
                                                                     --------        ---------

       Delta Sky American Express                                    $16,893                   $13,952

       American Centurion American Express                             25,000                  $27,257
                                                                     --------         ----------------

                                                                     $42,893                   $41,209
                                                                     ---------------------------------

     NOTE 11 - Workers Compensation

       The Company maintains workers compensation insurance for worksite
       employees and well its regular and administrative employees. The
       insurance carrier audits the premiums yearly and based on their findings
       assess in the renewal process the amount to pay up front in premiums the
       next year. Premium deposits are $80,097 and $26,540 as of December 31,
       2002 and 2001 respectively.


                                                            42

<PAGE>





    NOTE 12 - Going Concern Issues

       The Company has suffered significant losses the past two years. Unless
       significant additional cash flows come into the Company, either through
       equity financing, profits, or a reduction of cash expenses, the Company
       could be in jeopardy of continuing operations. Management of the Company
       has developed a strategy, which it believes will accomplish this
       objective through additional long and short term loans and sale of common
       stock of the Company to related and unrelated parties.









                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       43

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

                          Primary Business Systems Inc.


                           By: /s/ Patrick D Matthews
                                           -------------------------------------
                                        PATRICK D. MATTHEWS,
                                        CHIEF EXECUTIVE OFFICER AND PRESIDENT


Date: April 14, 2003

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


    Signature                                    Capacity                              Date
--------------------------------                ---------                             --------------------


/s/ Patrick D Matthews              Chairman of the Board, Chief Executive Officer
--------------------------------        and President (Principal Executive Officer)    April 14, 2003
Patrick D Matthews


/s/ Amanda Sinclair
--------------------------------        Director, Executive Vice President, Secretary   April 14, 2003
Amanda Sinclair


/s/ Connie Matthews                   Director                                          April 14, 2003
--------------------------------
Connie Matthews










                                       44

<PAGE>





           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED


            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Primary Business Systems, Inc.
on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof, I, Patrick D Matthews,
the Chief Executive Officer and Chief Financial Officer of the Company, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that:

         1. I have reviewed this annual report on Form 10-KSB of Primary Business Systems Inc..;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for
the registrant and have:

                  a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal controls; and

                  b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date: April 14, 2003                         /s/ Patrick D Matthews
                                                             --------------
                                                          Name:  Patrick D Matthews, CEO/CFO

                                       45

<PAGE>





INDEX TO EXHIBITS

Exhibit
No.       Page No.                        Description

2(i)            *                 Articles of Incorporation of the Company dated May 7, 1997.

2(ii)                    *                Amended Articles of Incorporation of the Company dated April 26, 1999.

2(iv)           *                 By-laws of the Company.

23              46                Consent Letter of Independent Auditors

10              **                Stock Acquisition Agreement dated November 29, 2002, betweenPatrick D.
                                  Matthews; Connie L. Matthews; and Amanda M. Sinclair; the shareholders of Primary
                                  Business Systems L.L.C., a Texas Limited Liability Corporation ("Shareholders");
                                  and the Company.
10              **                Addendum to Stock Purchase Agreement dated September 27, 2002.
10              **                Stock Purchase Agreement dated September 27, 2002.




* Incorporated by reference form Form 10-SB filed March 10, 1999

** Incorporated by reference from Form 8-K filed December 19, 2002




                                                            46

<PAGE>




SELLERS AND ANDERSEN, LLC                                             941 East 3300 South, Suite 202
-------------------------
Certified Public Accountants and Business Consultants           Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA                                    Telephone 801 486-0096
                                                                                                  Fax 801 486-0098


INDEPENDENT AUDITOR'S CONSENT We consent to the Use of our Audit Report dated
April 10, 2003, in the Annual Report of Form 10-KSB of Primary Business Systems,
Inc.For the year ended December 31, 2002


April 15, 2003
Salt Lake City, Utah
                                                                       s/Sellers & Andersen, LLC



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