SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB


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

                  for the Quarterly Period Ended October 31, 2002

                                       or

         [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
            for the transition period from ___________ to _________.


                         Commission File Number: 0-22382


                              OPTIONS TALENT GROUP
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)

                  NEVADA                                 56-1051491
        ------------------------                      --------------
          (State or other                               (IRS Employer
           jurisdiction of                          Identification No.)
            incorporation)


                       1701 PARK CENTER DRIVE, ORLANDO, FL
                    (Address of principal executive offices)

                                 (407) 253-5000
                         (Registrant's telephone number)

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 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. [X] Yes [ ] No

As of October 31, 2002 there were 2,300,219 shares outstanding,  par value $.001
per share, of the issuer's only class of common stock.

Transitional Small Business Disclosure Format (check one):  Yes  [ ]   No [ X ]




<PAGE>


                              OPTIONS TALENT GROUP
                     (Formerly Sector Communications, Inc.)

                                   FORM 10-QSB
                      For the Quarter Ended October 31, 2002

                                      INDEX

PART I   FINANCIAL INFORMATION                                       PAGE NUMBER

  Item 1.   Financial Statements (Unaudited)

             Consolidated Condensed Balance Sheets at October 31, 2002
             and July 31, 2002  ......................................     3-4

             Consolidated Condensed Statements of Operations for the
             Three Months ended October 31, 2002 and 2001   ..........      5

             Consolidated Condensed Statements of Cash Flows for the
             Three Months ended October 31, 2002 and 2001  .........        6

             Notes to Unaudited Consolidated Condensed Financial
             Statements    ...........................................      7

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations  .....................     15

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk     24

  Item 4.   Effectiveness of the Registrant's Disclosure Controls and
            Procedures ...............................................     24

PART II  OTHER INFORMATION

  Item 1.   Legal Proceedings ........................................     25

  Item 2.   Changes in Securities and Use of Proceeds  ...............     26

  Item 4.   Submission of Matters to a Vote of Securities Holders.....     26

  Item 6.   Exhibits and Reports on Form 8-K  ........................     26

SIGNATURES  ..........................................................     28

Certifications .......................................................     29




                                       2

<PAGE>

PART I.     FINANCIAL INFORMATION


                          ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                              OPTIONS TALENT GROUP
                     (FORMERLY SECTOR COMMUNICATIONS, INC.)
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)

                                                          OCTOBER 31, 2002       JULY  31, 2002
                                                          ----------------       --------------
                                                            (unaudited)
<S>                                                       <C>                    <C>

ASSETS
Current assets:
    Cash and cash equivalents                             $           -          $        146
    Accounts receivable, net
      of allowance $430 and $351                                    942                   677
    Deferred charges                                                 76                   970
    Prepaid and other                                                25                    45
                                                            -----------           -----------

            Total current assets                                  1,043                 1,838

Property and equipment, net
    of accumulated depreciation of $400 and $257                  1,379                 1,342
Franchise rights                                                    911                   771
Goodwill (Note 6)                                                33,632                     -
Deposits and other assets                                           249                   200
Notes receivable - related parties                                  119                   118
Due from related parties                                            454                   452
                                                            -----------           -----------
                  Total assets                            $      37,787          $      4,721
                                                            ===========           ===========
</TABLE>



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


                                       3
<PAGE>


<TABLE>
<CAPTION>
                              OPTIONS TALENT GROUP
                     (FORMERLY SECTOR COMMUNICATIONS, INC.)
                      CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
                                 (in thousands)

                                                          OCTOBER 31, 2002       JULY  31, 2002
                                                          ----------------       --------------
                                                            (unaudited)
<S>                                                       <C>                    <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Bank overdraft                                        $         907          $          -
    Accounts payable and accrued expenses                         5,498                 4,419
    Note payable                                                      0                    65
    Deferred revenue                                              1,006                 2,218
    Capital leases-current                                          150                   149
    Payable to related parties                                      170                     -
                                                            -----------           -----------
            Total current liabilities                             7,731                 6,851

Capital leases - non-current                                        304                   315
Other liabilities (Note 6)                                       24,542                    -
                                                            -----------           -----------
         Total liabilities                                       32,577                 7,166
                                                            -----------           -----------

Stockholders' deficit:
    Preferred stock                                                   5                     5
    Common stock                                                      2                   114
    Additional paid-in capital                                   10,941                 1,689
    Deferred compensation                                         (319)                 (356)
    Accumulated deficit                                         (5,419)               (3,897)
                                                            -----------           -----------
            Total stockholders' Equity                            5,210               (2,445)
                                                            -----------           -----------
            Total liabilities and stockholders' equity    $      37,787          $      4,721
                                                            ===========           ===========
</TABLE>



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

                                       4
<PAGE>
                              OPTIONS TALENT GROUP
                     (FORMERLY SECTOR COMMUNICATIONS, INC.)
           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (unaudited)
               (in thousands, except shares and per share amounts)

                                                   FOR THE THREE MONTHS ENDED
                                              ----------------------------------
                                              OCTOBER 31, 2002  OCTOBER 31, 2001
                                              ----------------  ----------------
Revenue:
    Franchise revenue                         $          349    $          149
    Model revenue                                      8,022             1,390
    Event revenue                                      1,667               509
                                               -------------      ------------
        Total revenue                                 10,038             2,048
                                               -------------      ------------

Operating expenses:
    Event costs                                        1,845               426
    Franchise operations                               1,108               892
    Sales and marketing                                2,614               784
    Scout                                              1,018               318
    General and administrative                         4,930               729
                                               -------------      ------------
        Total operating expenses                      11,515             3,149
                                               -------------      ------------
Loss from operations                                  (1,477)           (1,101)
                                               -------------      ------------
Other income (expense):
    Interest expense                                     (19)               (3)
    Interest income                                        4                 2
    Other income                                          44                 -
                                               -------------      ------------
        Total other income (expense)                      29                (1)
                                               -------------      ------------

Loss before provision for income taxes                (1,448)           (1,102)

Provision for incomes taxes                                -                 -
                                               -------------      ------------

Net loss before dividend on preferred stock           (1,448)           (1,102)

Dividend on preferred stock                               75                 -
                                               -------------      ------------
Net loss applicable to common shares          $       (1,523)    $      (1,102)
                                               =============      ============

Weighted average number of common shares
outstanding:
    Basic and diluted                              1,983,098            63,888
                                               =============      ============
Loss per common share:
    Basic and diluted                         $        (0.77)    $      (17.25)
                                               =============      ============

The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.
                                       5
<PAGE>
<TABLE>
<CAPTION>
                              OPTIONS TALENT GROUP
                     (Formerly Sector Communications, Inc.)
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
                                 (in thousands)
                                                            For the Three Months Ended
                                                    -------------------------------------
                                                    October 31, 2002     October 31, 2001
                                                    ----------------     ----------------
  <S>                                               <C>                  <C>
  Cash flows from operating activities:
    Net loss                                        $        (1,523)     $       (1,102)
  Adjustments  to  reconcile  net loss to net cash
   provided  by (used  in) operating activities:
      Depreciation and amortization                             143                  14
      Provision for doubtful accounts                            79                   -
      Stock based compensation                                   37                   -

  Decrease (increase) in
      Accounts receivable                                      (344)                117
      Deferred charges                                          894                 (33)
      Prepaid and other                                          20                 (29)
      Deposits                                                  (49)                (10)
      Other assets                                                -                  15
  Increase (decrease) in:
      Accounts payable                                        1,080                 608
      Deferred revenue                                       (1,212)                  2
                                                    ---------------      --------------
  Net cash provided by (used in)
   operating activities                                        (875)               (418)
                                                    ---------------      --------------
  Cash flows from investing activities:
  Franchise rights                                             (140)
                                                                  -
  Property purchases                                           (101)                (56)
                                                    ---------------      --------------
  Net cash used in investing activities                        (241)                (56)
                                                    ---------------      --------------
  Cash flows from financing activities:
  Proceeds from bank overdraft                                  907                 270
  Loans from related parties                                    170
  Advances to related parties                                    (3)               (108)
  Payments on notes payable                                     (65)                  -
  Capital lease payments                                        (39)                (22)
  Proceeds from issuance of common stock                          -                 300
                                                    ---------------      --------------
  Net cash provided by financing activities                     970                 440
                                                    ---------------      --------------
  Net decrease in cash and cash equivalents
                                                               (146)                (34)
  Cash and cash equivalents at beginning of period              146                  34
                                                    ---------------      --------------
  Cash and cash equivalents at end of period        $             -      $            -
                                                    ================     ==============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.
                                       6
<PAGE>

                              OPTIONS TALENT GROUP
                     (FORMERLY SECTOR COMMUNICATIONS, INC.)

NOTES TO UNAUDITED  CONSOLIDATED  CONDENSED FINANCIAL STATEMENTS (all amounts in
thousands, except shares).


NOTE 1 - PRINCIPLES OF INTERIM FINANCIAL STATEMENTS

The  consolidated   condensed  financial  statements  of  Options  Talent  Group
(formerly Sector Communications,  Inc.), hereafter "OTG" and the "Company," have
been prepared by management in conformity  with  generally  accepted  accounting
principles for interim financial statements and with instructions to Form 10-QSB
and  Regulation  S-X.  Accordingly,  they do not  include  all  the  disclosures
required by generally  accepted  accounting  principles  for complete  financial
statements.  In  the  opinion  of  management,   all  adjustments  and  accruals
considered  necessary for the fair  presentation of financial  information  have
been  included  and are of a  normal  recurring  nature.  Certain  prior  period
balances have been  reclassified to conform to the current period  presentation.
These  statements  should  be read in  conjunction  with the  audited  financial
statements and the notes thereto included in the Company's annual report on Form
10KSB filed with the  Securities  and Exchange  Commission on November 15, 2002,
the  Information  Statement  on  Schedule  14f-1 filed with the  Securities  and
Exchange  Commission  on  November  15,  2002  and  the  Definitive  Information
Statement on Schedule 14C filed with the Securities  and Exchange  Commission on
December  7,  2002  which  include  additional   information   pertinent  to  an
understanding of these interim financial statements.

The results of operations for the three-month  period ended October 31, 2002 are
not  necessarily  indicative of results to be expected for the entire year.  The
Company does not currently utilize any off-balance-sheet  financing arrangements
other than standard operating leases for the rental of facilities and equipment.

The  consolidated  condensed  financial  statements  include the accounts of the
Company and its subsidiaries.  Intercompany  balances and transactions have been
eliminated in consolidation.


NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for:
    Interest                                          $       19       $       3
                                                      ==========================
    Income Taxes                                      $        -       $       -
                                                      ==========================

Supplemental Disclosure of Non-cash Financial
Activities:
    Property acquired under capital lease obligations $       29       $      11
    Decrease in stock due to reverse merger           $     (228)      $       -
    Stock issued for goodwill                         $      116       $       -
                                                      --------------------------



                                       7
<PAGE>


                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued

NOTE 3 - SERIES C CONVERTIBLE PREFERRED STOCK

As of October 31, 2002,  there were 5 million shares of Series C Preferred Stock
outstanding, which are convertible into 3 million shares of the Company's common
stock.

Subsequent  to  October  31,  2002,  the  Company  and all  holders  of Series C
Convertible  Preferred Stock have agreed to offset the dividend  payment for the
three months ended October 31, 2002 against amounts due the Company by each such
holders and the respective consultant  corporation at October 31, 2002 (see Note
12 below).

NOTE 4 - INCOME TAX

No provision for income taxes has been recorded for the period ended October 31,
2002,  due to the period's  loss before income taxes and available net operating
loss carry-forwards.


NOTE 5 - ORGANIZATION AND BUSINESS

Options Talent Group  (formerly  Sector  Communications,  Inc.,  incorporated on
March 19, 1990), a Nevada  Corporation,  acts  principally as a holding company,
with  two  principal  operating  subsidiaries:  Trans  Continental  Talent  Inc.
(formerly Options Talent,  Inc.;  formerly eModel,  Inc.;  hereafter  "TCTI"), a
Delaware  Corporation,  which markets and operates an on-line database of actors
and models  and  Options  Sports  Group  ("OSI"),  a Nevada  corporation,  which
currently,  under a license  agreement dated July 10, 2002, sells franchises and
maintains the web site for Edge Sports Team,  Inc.  ("Edge"),  a privately  held
Florida  corporation  which  markets and  operates  an on-line  database of high
school  athletes  who are seeking  exposure to college  coaches.  Several  major
shareholders  of OTG as well as Mark Tolner,  current CEO and past  President of
OTG, are  shareholders  in Edge.  OTG also owns certain  inactive  corporations,
which  it is  holding  for  future  use.  Sector  PLC  and  the  related  Global
Communications,  Inc., formerly subsidiaries of the Company, were disposed of on
April 12, 2002, resulting in a one-time gain of $234.




                                       8
<PAGE>

                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued

NOTE 6 - REPORTING ENTITY AND ACQUISITIONS

On September 6, 2002, OTG acquired Trans Continental Classics, Inc., a privately
held Nevada corporation ("TCC"), through the merger of a newly formed subsidiary
of the Company with and into TCC, with TCC surviving  (the "TCC  Merger").  Upon
the effectiveness of the Merger,  the two sole holders (the "TCC  Stockholders")
of the common stock of TCC received an aggregate amount of 1,162,800 shares (the
"Initial  Shares") of common  stock,  par value  $0.001 per share of the Company
("Common Stock"). As a result of the merger,  subject to compliance with Section
14(f) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and Rule  14f-1  promulgated  thereunder,  Mohamed  Hadid,  Anthony R. Ruben and
Rafiah  Kashmiri  have  resigned  from the Board of Directors  and the remaining
members of the Board of Directors  have  appointed  Messrs.  Louis J.  Pearlman,
Gregory T.  McDonald  and Jeffrey  Kranzdorf  to fill the  resultant  vacancies,
effective  November  26,  2002.  In  connection  with  the TCC  Merger,  Messrs.
Pearlman, McDonald and Kranzdorf were appointed as directors of TCTI and Messrs.
Pearlman  and  McDonald  were  appointed  as  TCTI's  Chairman  of the Board and
President,  respectively,  effective  September 5, 2002. Also in connection with
the TCC merger,  the Company intends to increase its authorized shares of Common
Stock to  500,000,000,  subject to  stockholder  approval.  Pursuant  to the TCC
Merger, following the contemplated increase in authorized shares as discussed in
the  preceding  sentence,  additional  shares of Common  Stock will be issued to
Messrs.  Louis J. Pearlman and Gregory T. McDonald  which when combined with the
initial shares will equal 51% of the Common Stock on a fully diluted basis as of
the date of the TCC  merger  was  consummated.  Pursuant  to the TCC  Merger the
company  recorded  $33,632 of  goodwill.  None of its  goodwill  was impaired at
October 31, 2002.

The Company has agreed to issue to Messrs.  Pearlman and McDonald an  additional
aggregate of 3,122,449  shares of Common Stock,  upon the completion of the then
contemplated  100-to-1 reverse split of the Company's Common Stock (the "Reverse
Split") with a corresponding  decrease in the authorized  shares of Common Stock
from  500,000,000  to 5,000,000  and a subsequent  contemplated  increase of the
authorized number of shares of Common Stock back to 500,000,000 shares of Common
Stock.  The market value ascribed to these shares,  based on the average closing
price of the  Company's  Common Stock on the day of the  transaction  and during
each of the three days prior and three days subsequent was $7.86 per share.  The
Company recorded a liability of $24,542,449 in connection with such agreement.

Prior to the date of the  acquisitions,  TCC did not conduct any  operations  or
business,  and has not otherwise  carried on any activities except in connection
with the merger.

On January 31, 2002, OTG, Sector  Communications  Delaware  ("Sector"),  Inc., a
Delaware  corporation  and a wholly owned  subsidiary  of OTG, and eModel,  Inc.
("eModel"), a Delaware corporation,  entered into an agreement providing for the
acquisition  of eModel by OTG  through the merger of Sector with and into eModel
which  changed its name to Options  Talent,  Inc.  Under the terms of the merger
eModel shareholders received  approximately 55.5% of the fully diluted ownership
of the  Company.  As such,  the  merger  has  been  accounted  for as a  reverse
acquisition of OTG by TCTI, and operating  results prior to January 31, 2002 are
those of TCTI.

                                       9
<PAGE>

                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued

NOTE 6- REPORTING ENTITY AND ACQUISITIONS - Continued

The net equity of the assets acquired pursuant to the eModel Merger Agreement on
January 31, 2002 is summarized as follows (in thousands):

Cash                                                  $      505
Accounts receivable, net                                      36
Prepaid and other                                             28
Property and equipment, net                                   68
Note receivable                                              250
Other assets                                                  60
Accounts payable                                            (421)
                                                     -----------

Equity in net Assets acquired                         $      526
                                                      ==========


NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statement of Financial Accounting Standard No. 141
("SFAS  141"),  Business  Combinations  and  SFAS  No.142,  Goodwill  and  Other
Intangible  Assets.  These statements  would continue to require  recognition of
goodwill as an asset but would not permit amortization of goodwill as previously
required by Accounting Principles Board (APB) Opinion No. 17, Intangible Assets.
In October 2001, the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets ("SFAS No. 144"),  which supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
be  disposed  of.  The  primary  objective  of SFAS No.  144 is to  develop  one
accounting  model  based  on the  framework  established  in  SFAS  No.  121 for
long-lived  assets  to be  disposed  of by  sale,  and  to  address  significant
implementation issues. The provisions of this statement are effective for fiscal
years beginning after December 15, 2001, and interim periods within those fiscal
years, with early application encouraged.



                                       10
<PAGE>


                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS - Continued

Therefore,  application  of SFAS  141 did not  impact  the  Company's  financial
statements in fiscal 2002.  Under SFAS 142,  goodwill is  separately  tested for
impairment using a fair-value-based approach when an event occurs indicating the
potential for  impairment.  Any required  goodwill  impairment  charges would be
presented  as a separate  line item within the  operating  section of the income
statement.  The change from an amortization  approach to an impairment  approach
would apply to previously  recorded  goodwill,  as well as goodwill arising from
acquisitions  completed after the  application of the new standard.  The Company
adopted SFAS No. 142 for its fiscal year  beginning  July 31, 2001.  None of its
goodwill was impaired.  However,  it is possible that in the future, the Company
would  incur  less  frequent,  but  larger,  impairment  charges  related to the
goodwill  already  recorded  as  well  as any  goodwill  arising  out of  future
acquisitions.  As these  statements  have just been  issued,  it is difficult to
predict  whether the  Company's  future  earnings may be subject to  significant
volatility,  particularly on a period-to-period  basis.  Application of SFAS No.
144 did not have a material  impact on the  Company's  results of operation  and
financial position.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections"  ("SFAS No. 145").  This  Statement  rescinds FASB Statement No. 4,
"Reporting  Gains and Losses from  Extinguishment  of Debt," and an amendment of
that Statement,  FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements" and FASB Statement No. 44, "Accounting for Intangible
Assets  of Motor  Carriers."  This  Statement  amends  FASB  Statement  No.  13,
"Accounting  for  Leases," to eliminate  an  inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback transactions.  The Company does not expect the adoption to have a
material impact to the Company's financial position or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." SFAS No. 146 requires companies to recognize
costs associated with exit or disposal  activities when they are incurred rather
than at the date of a  commitment  to an exit or disposal  plan,  as  previously
required  under  Emerging  Issues Task Force  ("EITF") Issue 94-3. A fundamental
conclusion reached by the FASB in this statement is that an entity's  commitment
to a plan, by itself,  does not create a present obligation to others that meets
the definition of a liability.  SFAS No. 146 also establishes that fair value is
the objective for initial  measurement of the liability.  The provisions of this
statement are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company believes that this  pronouncement will not have a
significant impact on its results of operations or financial position.


                                       11
<PAGE>

                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued


NOTE 8 - USE OF 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE 9 - DEFERRED CHARGES, DEFERRED EVENT REVENUE, EVENT REVENUE

The Company recognized  revenue,  in August 2001, from a model convention and in
October 2002,  from a model  Convention.  In September  2002,  the Company began
sales for an event to be held in March 2003.  Through October 31, 2002,  revenue
for future  events  totaling $790 has been  collected  and deferred.  No related
event costs have been  incurred.  The Company  expects to  recognize  all of the
deferred revenue and deferred  charges during fiscal 2003.  Actual event results
will vary significantly  from deferred  balances,  as significant costs have not
yet been incurred.  The Company has also deferred $216 in revenues collected but
not yet earned from the sale of Edge Sports  franchises.  These revenues will be
recognized when training, which is an Edge Sports obligation, is completed.

NOTE 10 - FRANCHISE RIGHTS AND FRANCHISE RIGHTS PAYABLE

During fiscal 2002, the Company  repurchased the Atlanta NE, Atlanta NW, Beverly
Hills, Fort Lauderdale,  Indianapolis,  Jacksonville,  Long Island, Los Angeles,
Manhattan, Miami, Milwaukee, Philadelphia, Queens, San Antonio, Santa Monica and
Tampa franchises for any aggregate amount of  approximately  $911.  During three
months ended  October 31, 2002,  the Company  repurchased  the Norfolk,  Fresno,
Bakersfield, Visalia, Santa Barbara, and San Luis Obispo franchises for $140. As
of October  31,  2002,  the Company has  recorded  franchise  rights of $911 and
franchise  rights payable of $411 on its balance sheet. The Company adopted SFAS
No. 142 for its fiscal year beginning August 1, 2001.

NOTE 11 - PRODUCT DEVELOPMENT COSTS

Product  development costs include expenses incurred by the Company to maintain,
monitor  and  manage the  Company's  website.  The  Company  recognizes  website
development  costs in  accordance  with  Statement  of  Position  ("SOP")  98-1,
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal Use." As such,  the Company  expenses all costs incurred that relate to
the planning and post  implementation  phases of development.  Costs incurred in
the  development  phase  are  capitalized  and  recognized  over  the  product's
estimated  useful  life if the  product is expected to have a useful life beyond
one year.  Costs  associated  with repair or maintenance of the existing site or
the development of website content are included in product  development  expense
in the accompanying  consolidated  statement of income.  As of October 31, 2002,
the  Company  had  capitalized  $352 in  development  costs,  including  $90 for
development work conducted under its agreement with Edge Sports Team.

                                       12
<PAGE>

                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued


NOTE 12 - DUE FROM RELATED PARTIES AND OTHER NOTES RECEIVABLE

Cortes Randell, eModel's former chairman of the board and former chief executive
officer,  who also held similar  positions in Corporate Media Services  ("CMS"),
owed the Company $323 as of October 31, 2002 This amount includes a 5% $199 loan
made on April 30, 2002 and $98 related to the January 31, 2002 merger. The April
30, 2002 note is due on April 30, 2003.  Madison  Consulting  Company ("MCC") (a
company  controlled  by Mr.  Randell) is currently a consultant  to the Company.
Subsequent  to October  31,  2002,  the  Company  and MCC have  agreed to offset
certain amounts due to MCC or to Mr. Randell for consulting  services ($120) and
the amount of  dividends  ($25) due on the  Company's  Series C Preferred  Stock
against amounts owed the Company at October 31, 2002.

Corporate  Media  Services,  through a series of four 5% Notes with a cumulative
face  value  of  $112,  owes  the  Company,   as  of  October  31,  2002,  $119.
Additionally, CMS owes the Company $95 from several advances made by the Company
in fiscal 2002. The Notes are due in December 2002 and January 2003.  Subsequent
to October 31, 2002, the Company and CMS have agreed to offset  certain  amounts
due to Mr. Bell for consulting  services ($53) and the amount of dividends ($25)
due on the  Company's  Series C  Preferred  Stock  against  the amount  owed the
Company at October 31, 2002.

General Services  Corporation owes, as of October 31, 2002, the Company $36 from
an advance  made in fiscal 2002.  There is not a formal  agreement in place with
respect to this Note;  however,  the  Company  expects to be paid in full within
twelve  months.  Subsequent to October 31, 2002, the Company and CMS have agreed
to offset this amount against  certain  amounts due to GSC or to Mr. DeFrawy for
consulting services ($11) and the amount of dividends ($25) due on the Company's
Series C Preferred Stock.

NOTE 13 - DUE TO RELATED PARTY

As of October 31,  2002,  the Company  owed  Anthony  Ruben,  its former COO and
former  Acting CFO,  $11. The Company  expects to pay this amount in full within
three months.

NOTE 14 - STOCKHOLDERS' EQUITY

On August 29,  2002 the  Company  issued  1,162,800  shares of its common  stock
pursuant to the TCC Merger.  On October 22, 2002,  2,000 shares of the Company's
common stock were returned by a former  advisory board member and cancelled.  In
connection  with the TCC  Merger,  the  Company  has  agreed to issue to Messrs.
Pearlman and  McDonald an  additional  aggregate  of 3,122,449  shares of Common
Stock,  upon the completion of the then  contemplated  100-to-1 reverse split of
the  Company's  Common  Stock with a  corresponding  decrease in the  authorized
shares  of  Common  Stock  from   500,000,000  to  5,000,000  and  a  subsequent
contemplated increase of the authorized number of shares of Common Stock back to
500,000,000 shares of Common Stock (see Note 6 above).


                                       13
<PAGE>

                              OPTIONS TALENT GROUP

   NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued


NOTE 15 - GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue to operate as a going concern. As of October 31, 2002,
the Company had a bank overdraft of $907 a working capital deficit of $6,688 and
an  accumulated  deficit of $5,419.  Based upon the Company's plan of operation,
management estimates that existing resources, together with funds generated from
operations and/or  alternatively  available as debt financing available from key
shareholders at prevailing market rates of interest,  will be sufficient to fund
the  Company's  working  capital  requirements.  Specific  actions  expected  to
increase the Company's cash flow during fiscal 2003 include: a price increase in
its core on-line  modeling/acting  database product, the launch of a new on-line
product  targeted at musicians,  singers and bands and the overall  reduction of
its cost of sales.












                                       14
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  Unaudited
Consolidated  Condensed  Financial  Statements and the related notes that appear
elsewhere in this document.

FORWARD LOOKING STATEMENTS

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations and this Annual Report on Form 10-QSB may include certain  estimates,
projections and other forward-looking  statements.  There can be no assurance as
to future performance and actual results may differ materially from those in the
forward-looking  statements.  Factors that could cause actual  results to differ
materially from estimates or projections contained in forward-looking statements
include:  (i) the  effects of vigorous  competition  in the markets in which the
Company  operates;  (ii) the cost of entering  new markets  necessary to provide
products and services;  (iii) the unexpected  impact of additional  costs due to
adjustments from ongoing evaluations of the Company's business strategies;  (iv)
unexpected  results of litigation filed against the Company or its subsidiaries;
(v) the possibility of one or more of the markets in which the Company  competes
being  affected by variations  in  political,  economic or other factors such as
monetary  policy,  legal and regulatory  changes or other external  factors over
which the Company has no control;  (vi)  changes in the pricing  policies of the
Company or its competitors;  (vii) increased  competition;  (viii) technological
changes in computer and  telecommunications  systems and environments;  (ix) the
Company's  ability to timely  develop,  introduce  and market new  products  and
services;  (x) the Company's quality control of products and services sold; (xi)
personnel  changes;  (xii) downturn in general economic  conditions;  (xiii) the
Company's  ability  to  successfully  integrate  businesses  acquired  with  its
operations;  and (xiv) such risks and uncertainties as are detailed from time to
time in the Company's reports filed with the Securities and Exchange Commission.

OUTLOOK

The Company intends to continue its sales growth by increasing the  productivity
of existing offices and upgrading its office and headquarters  sales leadership.
Additionally,  the  Company  intends  to  reduce  its  operating  expenses  as a
percentage of sales by, among other things,  reducing commission payments to its
sales  force  and  implementing   other   cost-containment   measures  it  deems
appropriate. Finally, the Company intends to increase the average retention rate
of its customers by introducing a membership  program which  provides  customers
with negotiated discounts at relevant national merchants. The Company expects to
realize  revenues  through OSI's sale of Edge franchises and may realize revenue
through TCTI's sale of additional international developer rights and the opening
of  international  franchise  offices.  The Company also expects to launch a new
on-line music  database  similar to the Company's  current  efforts in modeling.
Based on this strategy,  the Company expects to achieve sustained  profitability
during fiscal 2003.  Actual results may vary depending on the Company's  results
of  operations  and as a result of the risks  described  in "Risk  Factors"  and
elsewhere herein.


                                       15
<PAGE>

COMPANY OVERVIEW

The Company acts principally as a holding company,  with two principal operating
subsidiaries: TCTI, which markets and operates an on-line database of actors and
models and OSI, which currently,  under a license agreement dated July 10, 2002,
sells  franchises  and maintains the web site for Edge, a privately held Florida
corporation  which  markets  and  operates  an on-line  database  of high school
athletes who are seeking exposure to college coaches. Several major shareholders
of OTG well as Mark Tolner,  currently the CEO of OTG and the past  President of
OTG, are  shareholders  in Edge.  OTG also owns certain  inactive  corporations,
which  it is  holding  for  future  use.  Sector  PLC  and  the  related  Global
Communications,  Inc., formerly subsidiaries of the Company, were disposed of on
April 12, 2002, resulting in a one-time gain of $234.

On January 31, 2002, OTG, Sector  Communications  Delaware  ("Sector"),  Inc., a
Delaware  corporation  and a wholly  owned  subsidiary  of OTG and eModel,  Inc.
("eModel"), a Delaware corporation,  entered into an agreement providing for the
acquisition  of eModel by Options  through  the  merger of Sector  with and into
eModel. Under the terms of the merger eModel shareholders received approximately
55.5% of the fully  diluted  ownership of the  combined  company.  As such,  the
Merger  has been  accounted  for as a reverse  acquisition  of OTG by TCTI,  and
operating results prior to January 31, 2002 are those of TCTI.


RECENT ACQUISITION

On September 6, 2002, OTG acquired Trans Continental Classics, Inc., a privately
held Nevada corporation ("TCC"), through the merger of a newly formed subsidiary
of the Company with and into TCC, with TCC surviving (the TCC Merger).  Upon the
effectiveness of the Merger, the two sole holders (the "TCC Stockholders) of the
common  stock of TCC  received  an  aggregate  amount of  1,162,800  shares (the
"Initial  Shares") of common  stock,  par value  $0.001 per share of the Company
("Common Stock"). As a result of the merger,  subject to compliance with Section
14(f) of the Securities  Exchange Act of 1934, as amended  (the"Exchange  Act"),
and Rule 14f-1  promulgated  thereunder,  Mohammad  Hadid,  Anthony R. Ruben and
Rafiah  Kashmiri  have  resigned  from the Board of Directors  and the remaining
members of the Board of Directors  have  appointed  Messrs.  Louis J.  Pearlman,
Gregory T.  McDonald  and Jeffrey  Kranzdorf  to fill the  resultant  vacancies,
effective  November  26,  2002.  In  connection  with  the TCC  Merger,  Messrs.
Pearlman, McDonald and Kranzdorf were appointed as directors of TCTI and Messrs.
Pearlman  and  McDonald  were  appointed  as  TCTI's  Chairman  of the Board and
President,  respectively,  effective  September 5, 2002. Also in connection with
the TCC merger,  the Company intends to increase its authorized shares of Common
Stock to  500,000,000,  subject to  stockholder  approval.  Pursuant  to the TCC
Merger, following the contemplated increase in authorized shares as discussed in
the  preceding  sentence,  additional  shares of Common  Stock will be issued in
Messrs.  Louis J. Pearlman and Gregory T. MacDonald which when combined with the
initial shares will equal 51% of the Common Stock on a fully diluted basis as of
the date of the TCC merger was consummated.


                                       16
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth,  for the  three-month  periods ended October 31,
2002 and 2001,  certain  items in the  Company's  statements  of operations as a
percentage of total operating revenues (in thousands):
<TABLE>
<CAPTION>
                                              For the Three Months Ended         For the Three Months Ended
                                                   October 31, 2002                    October 31, 2001
                                         ----------------------------------  ---------------------------------
                                            Amount            Percentage of        Amount       Percentage of
                                                              Total Revenue                     Total Revenue
                                         ----------------------------------  ---------------------------------
<S>                                      <C>                  <C>            <C>                <C>
Revenue:
     Franchise revenue                   $             349         3.48%     $           149            7.28%
     Model revenue                                   8,022        79.92%               1,390           67.87%
     Event revenue                                   1,667        16.61%                 509           24.85%

                                         ----------------------------------  ---------------------------------
          Total revenue                             10,038       100.00%               2,048          100.00%
                                         ----------------------------------  ---------------------------------

Operating expenses:
     Event costs                                     1,845        18.38%                 426           20.80%
     Franchise operations                            1,108        11.04%                 892           43.55%
     Sales & marketing                               2,614        26.04%                 784           38.28%
     Scouts                                          1,018        10.14%                 318           15.53%
     General & administrative                        4,930        49.11%                 729           35.60%
                                         ----------------------------------  ---------------------------------
     Total operating expenses                       11,515       114.71%               3,149          153.76%
                                         ----------------------------------  ---------------------------------

Loss from operations                               (1,477)       (14.71%)             (1,101)         (53.76%)

Other income (expense):
     Interest expense                                 (19)        (0.19%)                 (3)          (0.15%)
     Interest income                                     4         0.04%                   2            0.10%
     Other income                                       44         0.44%                   -            0.00%
                                         ----------------------------------  ---------------------------------
     Total other income (expense)                       29         0.29%                 (1)           (0.05%)
                                         ----------------------------------  ---------------------------------

Loss before provision
   for income taxes                                 (1,448)      (14.43%)             (1,102)         (53.81%)

Provision for income taxes                               -         0.00%                   -            0.00%
                                         ----------------------------------  ---------------------------------

Net loss before dividend on preferred
   stock                                 $          (1,448)      (14.43%)    $        (1,102)         (53.81%)

Dividend on preferred stock                             75         0.75%                   -                -
                                         ----------------------------------  ---------------------------------
Net loss                                 $          (1,523)      (15.17%)    $        (1,102)         (53.81%)
                                         ==================================  =================================
</TABLE>
                                       17
<PAGE>


Three Months Ended October 31, 2002 and 2001 (amounts in thousands)

Total revenues increased by $7,990 to $10,038 for the three months ended October
31, 2002, from $2,048 for the three months ended October 31, 2001,  representing
an increase of 390%. Model revenues increased by $6,632, or 477%, reflecting the
opening of a number of sales  offices and  implementation  of a corporate  sales
system during fiscal 2002 and higher monthly billings, from $1,390 for the three
months ended October 31, 2001. This system,  which  centralized the "closing" of
sales in the Company's Orlando headquarters, has been adopted by the majority of
the Company's  franchises and is used by all of its corporate  owned  locations.
Event  revenue  increased by $1,158 to $1,667 for the three months ended October
31, 2002,  representing an increase of 228% from $509 for the three months ended
October 31, 2001. A "model  convention"  held in Cancun during  October 2002 was
more successful and had a higher average selling price,  than a comparable event
held in  Orlando  during  August  2001.  This  event was  marketed  to  existing
customers.  Franchise  revenue  increased  by $200 or 134% to $349 for the three
months ended  October 31, 2002 from $149 for the three months ended  October 31,
2001 reflecting the sale of franchises under license from Edge Sports Team, Inc.
in 2002 as compared  to the sale of only  modeling  franchises  during the three
months ended October 31, 2001.

Event  costs and other  operating  expenses  increased  by $8,366,  or 266%,  to
$11,515 for the three months ended  October 31, 2002,  from $3,149 for the three
months ended October 31, 2001. General and administrative  expenses increased by
$4,201,  or 576%,  to $4,930 for the three months ended  October 31, 2002,  from
$729 for the three months ended  October 31, 2002.  This  increase is related to
ongoing  efforts to support the overall sales growth of the Company and reflects
increases  in the  overall  number of  employees  and related  compensation  and
benefits costs and increase in sales commission in connection with greater sales
volume in 2002, as well as  non-recurring  legal fees, and a general increase in
printing,  telecommunications  and internet,  and consulting costs for the three
months  ended  October 31, 2002.  Additionally,  fines and  penalties,  bad debt
expense and bank fees also  increased  for the three  months  ended  October 31,
2002.  Event costs increased by $1,419,  or 333%, to $1,845 for the three months
ended  October 31, 2002,  from $426 for the three months ended October 31, 2002.
Higher costs,  principally  related to transporting  customers from the mainland
United  States to Cancun,  Mexico for its  October  2002 event as compared to no
comparable  transportation costs for the August 2001 event drove the majority of
the increase.  Sales and marketing costs increased by $1,830, or 233%, to $2,614
for the three  months  ended  October 31,  2002,  from $784 for the three months
ended October 31, 2001, reflecting higher sales costs directly related to higher
sales volumes. Scout expenses increased by 220% or $700, to $1,018 for the three
months ended  October 31, 2002 from $318 for the three months ended  October 31,
2001,  primarily  reflecting  commission  payments  which  grew as  sales  grew.
Franchise  operations  expense grew by $216,  or 24.2%,  to $1,108 for the three
months ended October 31, 2002,  from $892 for the three months ended October 31,
2001, reflecting an overall increase in corporate-owned  offices open during the
period.

As a result of higher costs partially  offset by increased  sales,  the net loss
increased by $421,  or 38.2%,  to $1,523 for the three months ended  October 31,
2002 from a loss of $1,102 for the three months ended October 31, 2001.

                                       18
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

During the three month period ending October 31, 2002,  cash used from operating
activities  totaled  $875  compared to $418 during the three month  period ended
October 31, 2001. The change was due to higher operating  losses, an increase in
accounts  receivable  and  lower  deferred  revenue  partially  offset by higher
accounts payable and lower deferred charges during the three-month  period ended
October 31, 2002.

During the three month period  ending  October 31, 2002,  cash used in investing
activities  totaled  $241  compared to $56 during the three month  period  ended
October 31, 2002 due primarily to the costs of repurchasing six franchises.

During the three  month  period  ending  October  31,  2002,  cash  provided  by
financing activities totaled $970 compared to $440 during the three month period
ended  October 31, 2001 due  primarily  to a higher  bank  overdraft  during the
current  period and a sale of stock  during the year ago period.  As a result of
the merger with TCC the Company issued stock and recorded goodwill  resulting in
no cash impact.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As of October  31,  2002,  the
Company had a bank overdraft of $907 a working  capital deficit of $6,688 and an
accumulated  deficit of  $5,419.  Based upon the  Company's  plan of  operation,
management estimates that existing resources, together with funds generated from
operation and/or  alternatively  available as debt financing  available from key
shareholders at reasonable market rates of interest,  will be sufficient to fund
the  Company's  working  capital  requirements.  Specific  actions  expected  to
increase the Company's liquidity during fiscal 2003 include: a price increase in
its core on-line  modeling/acting  database product, the launch of a new on-line
product  targeted at musicians,  singers and bands and the overall  reduction of
its cost of sales.


RISK FACTORS

You should  consider  the risks  described  below  before  making an  investment
decision with respect to the Company's  common stock.  The Company believes that
the risks and  uncertainties  described  below are the principal  material risks
facing the Company as of the date of this Form 10-QSB.

In the future,  the Company may become subject to additional  risks that are not
currently known to it. The Company's business, financial condition or results of
operations could be materially adversely affected by any of the following risks.


IF THE COMPANY IS UNABLE TO MANAGE  RAPID GROWTH AND RETAIN KEY  PERSONNEL,  ITS
BUSINESS WILL SUFFER. The Company has had significant  turnover among its senior
financial,  legal and  administrative  managers.  Failure to recruit  and retain
these and other  managers may  jeopardize  the Company's  ability to achieve its
financial and operational  objectives.  The Company will be required to continue
to  improve  its  financial  and  management  controls,  reporting  systems  and
procedures  on a timely basis and to expand,  train and manage its employee work


                                       19
<PAGE>

force.  There can be no assurance  that the Company will be able to  effectively
accomplish  these  tasks.  Its  failure to do so would  have a material  adverse
effect on its business,  operating results and financial condition.  Competition
for  qualified  sales,  technical and other  qualified  personnel is intense and
there can be no assurance  that the Company will be able to attract,  assimilate
or retain additional highly qualified employees in the future. If the Company is
unable to hire and retain such personnel,  particularly  those in key positions,
its  business,  operating  results and financial  condition  would be materially
adversely  affected.  The Company's  future  success also depends in significant
part  upon  the  continued  service  of its  key  technical,  sales  and  senior
management  personnel.  The loss of the  services  of one or more of  these  key
employees  could  have a  material  adverse  effect on its  business,  operating
results and  financial  condition.  Additions of new and  departures of existing
personnel,  particularly  in key positions,  can be disruptive and can result in
departures of existing personnel,  which could have a material adverse effect on
the Company's business, operating results and financial condition.

IF THE COMPANY IS UNABLE TO EXECUTE ITS BUSINESS PLAN ITS BUSINESS WILL SUFFER
The Company's future financial performance will depend in part on its success at
increasing  the prices of its products  and services and lowering its  operating
costs. If the Company encounters market resistance to price increases, is unable
to reduce its cost of sales,  encounters  technological change or other factors,
the  Company's  business,  operating  results and financial  condition  could be
materially and adversely affected.

IF THE COMPANY FAILS TO ADJUST TO RAPID TECHNOLOGICAL  CHANGE IT MAY LOSE MARKET
SHARE. The market for the Company's  products and services are  characterized by
rapid technological developments,  evolving industry standards and rapid changes
in  customer   requirements.   The   introduction  of  products   embodying  new
technologies,  the  emergence of new  industry  standards or changes in customer
requirements  could render the Company's  existing products or services obsolete
and unmarketable. As a result, the Company's future success will depend upon its
ability to  continue  to enhance  existing  products  and  services,  respond to
changing  customer  requirements and develop and introduce,  in a timely manner,
new products and services  that keep pace with  technological  developments  and
emerging  industry  standards.  There  can be no  assurance  that the  Company's
products or services will achieve market acceptance,  or will adequately address
the changing needs of the  marketplace or that the Company will be successful in
developing  and  marketing  enhancements  to its  existing  or new  products  or
services on a timely basis.  The Company has in the past  experienced  delays in
the  development  of its services and there can be no assurance that the Company
will not  experience  further  delays in  connection  with its  current  service
offerings or future service.

YOU  SHOULD  NOT  INVEST IF YOU EXPECT  DIVIDENDS.  The  Company  has never paid
dividends on its common stock and does not presently intend to pay any dividends
on its common stock in the foreseeable  future. The Company anticipates that any
funds available for payment of dividends on its common stock will be re-invested
into the  Company to assist the Company in  furthering  its  business  strategy,
which includes a global  expansion to complement the franchise  offices recently
opened in Sydney,  Melbourne,  Singapore,  Bejing,  and  Shanghai.  Accordingly,
interested  parties  should not make an  investment in the Company if you expect
dividends.

                                       20
<PAGE>

THE COMPANY'S COMMON STOCK PRICE IS VOLATILE AND COULD DECLINE. The market price
of the Company's common stock has experienced significant decreases in value and
fluctuations and may continue to fluctuate  significantly.  The trading price of
the Company's common stock could be subject to wide  fluctuations in response to
various factors, some of which are beyond the Company's control including:

o    An  economic  slowdown  could  adversely  impact the demand for the talents
     offered by the Company's customers and therefore impact the perceived value
     of the  Company's  service as well as other  unanticipated  adverse  market
     conditions.

o    Revenue  increases  could be  inhibited  if the Company does not launch new
     products,  or eliminate existing products.

o    The Company's  operations could be negatively  impacted by armed conflicts;
     political  instability;   terrorism;   adverse  media  publicity;  and  the
     availability of air service.

o    Effects of competition.

o    Changes in financial estimates.

o    Naked short selling of the Company's common shares.

o    Announcement  of  significant   strategic   partnerships,   join  ventures,
     acquisitions or capital commitments.

o    Increased  needs  for  operating   capital,   and  regulatory   changes  or
     interpretations.

THE COMPANY'S ABILITY TO EXECUTE THE COMPANY'S BUSINESS PLAN COULD BE NEGATIVELY
IMPACTED BY REGULATORY CHANGES OR UNFAVORABLE  INTERPRETATIONS OF EXISTING RULES
AND  REGULATIONS.  The  Company is subject to  compliance  with  various  state,
federal  and local  laws and  regulations  with  respect  to its  contracts  and
relations with franchisees and customers.  If laws or regulations  change, or if
the Company has previously  made incorrect  interpretations,  the Company may be
subject to fines and may need to modify the way in which it  conducts  business.
Any fines or modifications to the Company's  business plan may materially impact
its ability to execute its business plan.

POSSIBLE  SALES OF  SECURITIES  BY CURRENT  SHAREHOLDERS  MAY HAVE A  DEPRESSIVE
EFFECT  ON THE  MARKET  PRICE  OF  THE  COMPANY'S  STOCK.  There  are  currently
approximately  2,302,165  shares of the Company's common stock  outstanding.  Of
these, 416,336 are freely tradable.  Of the freely tradable shares,  161,200 may
be traded as "restricted  securities"  pursuant to Rule 144 under the Securities
Act. Under Rule 144, a person who has held restricted securities for a period of
one year may sell a limited number of shares to the public in ordinary brokerage
transactions.  Sales of a large  number of these  securities  will likely have a
depressive effect on the market price of the Company's common stock.


                                       21
<PAGE>

THE COMPANY'S OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND MAY BE
BELOW EXPECTATIONS. The following factors may affect the Company's quarterly, as
well as its annual, operating results:

o    The Company's ability to recruit customers;

o    The Company's ability to retain customers;

o    The Company's ability to manage remote operations;

o    The  Company's  ability  to  sell  territories  and/or  franchises;

o    The Company's ability to sell ancillary  products to current  customers;

o    The   Company's   ability  to  upgrade   and   develop   its   systems  and
     infrastructure;

o    The Company's ability to attract, motivate and retain personnel;

o    The Company's lack of operating  capital and inability to raise  additional
     capital at reasonable  prices;  and

o    Technical difficulties in delivering the Company's services.

As a result, the Company believes that its prior sales and operating results may
not  necessarily be meaningful,  and that such  comparisons  may not be accurate
indicators of future  performance.  Although the Company's  business grew during
the last year,  the Company can give no assurance  that these  percentages  will
reflect the ongoing pattern of its business.

THE COMPANY COULD BE ADVERSELY IMPACTED BY AN INABILITY TO MAINTAIN A HIGH LEVEL
OF NEGATIVE  WORKING CAPITAL.  The Company has  historically  lost money and may
continue to do so. The Company has  historically  operated  with a high level of
negative  working  capital.  If  vendors  insist on being  paid  upfront or more
rapidly,  the Company may not be able to finance its operations.  If the Company
is unable to satisfy its obligations it may not be able to continue to operate.

THE COMPANY RELIES ON INDEPENDENT  CONTRACTOR SCOUTS TO IDENTIFY THE MAJORITY OF
ITS CUSTOMERS.  Independent  contractors  in the Company's  industry have a high
degree of employment turnover.  If the Company is unable to attract a sufficient
number of Scouts, if Scout turnover increases or if the pool of available Scouts
is exhausted,  the Company's cash flow could drop to the point where the Company
could not  continue  to fund  operations  and would not be able to  continue  in
business.  If the level of turnover  increases  or if the Company must provide a
higher financial  incentive to retain the interest of Scouts,  the Company risks
not being able to have a cost of sales low enough to generate positive cash flow
or provide sufficient economic returns to its investors. If Scouts are deemed to
be employees, the Company's cost of sales could increase to such a level that it
could  not  anticipate  generating  positive  cash  flow or  provide  sufficient
economic returns to its investors.  Similarly,  if the Company was deemed to owe
its current and past Scouts a material amount of back pay, taxes or benefits, it
might not have the  ability to pay these  amounts  and could  potentially  cease
operations.

                                       22
<PAGE>

THE COMPANY MAY SATURATE ITS TARGET MARKET. The Company's target market is young
adults  of  between  18  and 24  years  of  age.  If the  Company,  through  its
independent  contractor  Scouts or other means of marketing,  has saturated this
market,  it  risks  lower  enrollments  and  cash  flows.  These  results  would
materially impact the Company's ability to execute its business plan.

INSUFFICIENT CASH FLOW FROM OPERATING  ACTIVITIES.  The Company has historically
utilized cash flow from one-time  transactions such as the sale of franchises to
fund its growth.  Therefore,  it the Company does not execute its business plan,
it may have  insufficient  cash  flow  from  operating  activities  to  continue
operations.

DEPENDENCE ON CORTES RANDELL TO GUARANTEE  MERCHANT AND OTHER  ACCOUNTS.  Cortes
Randell, has personally guaranteed the Company's merchant account. The Company's
merchant  account is what  allows it to accept  credit  cards as payment for its
services.  Since the majority of the Company's payments are received from credit
cards, the Company would not be able to successfully operate without the ability
to accept credit cards.  If the Cortes  Randell  guarantee  was  withdrawn,  the
Company could have difficulty  finding another  merchant  account and would have
difficulty  continuing  operations.  Mr. Randell provides consulting services to
the Company pursuant to a consulting  agreement  between the Company and Madison
Consulting Company.  In addition,  Mr. Randell's wife, Joan Randell, is the sole
trustee of a trust that  beneficially  owns or has voting  power with respect to
more than 10% of the Company's stock.

RISK OF MERCHANT  ACCOUNT  CANCELATION.  The Company has been notified by one or
more of the credit cards it accepts that its rate of  chargebacks,  indicated by
the  number  of  chargebacks  divided  by  total  transactions,   is  too  high.
Chargebacks are instances where a customer  indicates to the credit card company
that the  charge on his  account  is not valid  because:  the  charges  were not
authorized, services were not delivered, the customer was charged multiple times
for the same service,  etc. The Company has taken a number of measures to reduce
chargebacks  including  recording a  confirmation  of the sales process with its
customers,  increasing  staffing in its  customer  service  area to increase the
timeliness of photo uploads and address concerns and complaints. However, if the
Company is not able to keep chargebacks  under a certain level, or if the credit
card  companies,  together  or  individually,  reduce  the  acceptable  level of
chargebacks  the  Company  could lose its ability to accept one or more brand of
credit card. If that occurs, the Company's ability to execute its business model
and its ability to generate  sufficient cash flows to continue  operations would
be jeopardized.

RISK OF DEFAULT ON RELATED  PARTY NOTES AND  ADVANCES.  The Company has advanced
three  stockholders  of  the  Company  funds  through  recorded  Notes.  If  the
stockholders  default on their  obligations,  the Company may have to  write-off
these amounts and or incur  collection  expenses.  The Company has also advanced
these  stockholders  funds  that are not  recorded  with  formal  Notes.  If the
stockholders refuse to pay and or default on their obligations,  the Company may
have to write-off these amounts and or incur collection expenses.


                                       23
<PAGE>

THE COMPANY RELIES ON PER SALE  COMPENSATION TO MOTIVATE AND INCENTIFY ITS SALES
FORCE AND SCOUTS. The Company  compensates all of its salespeople and all of its
independent  contractor  Scouts  with  a  per  sale  commission.   While  TCTI's
salespeople receive a base salary that is paid if it is greater than commissions
due to them,  and OSI's  salespeople  receive a base  salary in  addition to any
commissions paid, the Company  principally  compensates sales related activities
via direct  commission  payment.  The  Company  has  historically  modified  the
compensation structure of its salespeople several times per year and anticipates
making  additional  modifications  to its  compensation  plan. If as a result of
future modifications, compensation payments were reduced significantly or if the
Company  relied in the  future on a less  direct  method of driving  sales,  the
Company's sales force could perform at a lower level,  negatively impacting both
sales and cash flow.  Any  reduction  in cash flow could  materially  impact the
Company's ability to execute its business plan.

THE COMPANY HAS INVESTED  MONEY IN WEB SITE  DEVELOPMENT  UNDER THE EDGE LICENSE
AGREEMENT AND IS OWED MONEY BY EDGE. The Company has developed,  under the terms
of its license  agreement  with Edge, a website for use by Edge. If OSI fails to
sell a sufficient number of franchises and or Edge fails to recruit a sufficient
number  of  customers,  OSI  may  not  generate  enough  positive  cash  flow to
compensate for the time,  effort and diversion of resources  required to develop
the web site.  The Company has provided  use of  employees,  facilities  and has
advanced  Edge money  through  the  purchase  of  equipment  and the  payment of
invoices. The Company knowingly engaged in these activities to make a profit and
accordingly  has carefully  monitored  these  activities and invoiced Edge on an
arms-length basis, or cost-plus basis. If Edge does not generate sufficient cash
flow or refuses to pay these  invoices,  the Company may have to write-off these
amounts and or incur collections expenses.

THE  COMPANY'S   RESULTS  MAY  BE  NEGATIVELY   IMPACTED  BY  HIGHER  INFLATION.
Historically,  inflation  has  not  had  a  material  effect  on  the  Company's
operations or its financial  condition.  If costs were to rise  materially,  the
Company may not be able to increase revenues by a comparable amount.


Item 3. QUANTIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The company does not have any material market risk sensitive instruments.


Item 4. EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE CONTROLS AND
          PROCEDURES

In the first quarter of fiscal year 2003, an evaluation was performed  under the
supervision and with the  participation of the Company's  management,  including
the  Chief  Executive  Officer  and the  Principal  Accounting  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures,  pursuant to Securities Exchange Act Rule 13a-14.  Based on that
evaluation,  the Company's  management including the Chief Executive Officer and
the  Principal  Accounting  Officer,  concluded  that the  Company's  disclosure
controls and procedures  were effective as of October 31, 2002.  There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect  internal  controls  subsequent to October 31,
2002.

                                       24
<PAGE>

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Options Talent as Plaintiff in "eModel.com, Inc. v. Reilly, et al."
-------------------------------------------------------------------

By letter dated May 24, 2001, the  Commonwealth  of  Massachusetts'  Division of
Occupational  Safety (the "State Agency") informed eModel,  Inc. ("eModel") that
it was violating the Massachusetts Employment Agency Law by doing business as an
"employment  agency"  without an  Employment  Agency  license.  The State Agency
further  asserted that  eModel's  practice of charging its clients a fee without
having job  prospects  to offer them also  violates the  Employment  Agency Law.
Based on these  assertions,  the State Agency  threatened  prosecution if eModel
continued operating without an Employment Agency license.

On July 17, 2001,  eModel filed a complaint in the United States  District Court
for the District of Massachusetts naming the Massachusetts  Attorney General and
the Director of the Commonwealth's Department of Labor and Workforce Development
as defendants.  The complaint primarily seeks a declaratory judgment that eModel
does  not  qualify  as  an  "employment   agency"  within  the  meaning  of  the
Massachusetts  Employment  Agency Law, and  therefore is neither  required to be
licensed nor is otherwise  governed by the law. The matter is currently pending,
following a stay instituted  subsequent to Options Talent Group's acquisition of
eModel in January of this year. Upon completion of certain  post-closing matters
related to the  acquisition,  Options  Talent Group intends to lift the stay and
continue its action for declaratory relief.

Options Talent as Defendants
----------------------------

A former  shareholder  has repeatedly  asserted that he has a substantial  claim
against a former foreign subsidiary of the Company but he has not filed a formal
and detailed claim. Based on the Company's  knowledge of the matter, it does not
believe any potential claim will have merit.

In July 2002, the Company's former landlord filed a claim against the Company in
the Circuit Court of Orange County Florida for payment of back rent and damages.
The Company has counter  sued in the same venue for damages  incurred for breach
of contract.  Discovery has  commenced.  The Company  believes it has adequately
reserved for the ultimate outcome of this dispute.

The Company is from time to time, in its ordinary course of business, threatened
with or named as a  defendant  in  various  legal  actions.  In the  opinion  of
management, the outcome of any claims, currently threatened or pending, will not
have a material adverse effect on the Company's financial condition,  results of
operations or cash flows.

Litigation is subject to inherent risks and uncertainties that may cause results
to differ materially from the Company's  expectations.  Factors that could cause
litigation  results to differ include,  but are not limited to, the discovery of
previously  unknown facts,  changes in the law or in the interpretation of laws,
uncertainties associated with the judicial decision-making process.


                                       25
<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the quarter  ended October 31, 2002 OTG entered into and  consummated  an
Agreement and Plan of Merger (see Recent  Acquisition  above).  These changes in
securities  were  reflected  in the  quarter  ended  October  31,  2002  and are
discussed in the  Company's  Annual Report on Form 10-KSB/A for the period ended
July 31,  2002 as well as in the  Company's  Current  Report  on Form  8-K,  its
Information  Statement  on  Schedule  14F-1,  and  its  Definitive   Information
Statement on Schedule 14C filed with the Securities  and Exchange  Commission on
September 17, 2002, November 15, 2002, and December 7, 2002, respectively.  Also
in  connection  with  the TCC  merger,  the  Company  intends  to  increase  its
authorized  shares  of  Common  Stock to  500,000,000,  subject  to  stockholder
approval.  Pursuant to the TCC Merger,  following the  contemplated  increase in
authorized shares as discussed in the preceding  sentence,  additional shares of
Common Stock will be issued to Messrs. Louis J. Pearlman and Gregory T. McDonald
which when combined  with the initial  shares will equal 51% of the Common Stock
on a fully diluted basis as of the date of the TCC merger was consummated.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

10.1 Agreement and Plan of Merger,  dated September 5, 2002,  among the Company,
TCC,  the   Stockholders  of  TCC  and  certain   Stockholders  of  the  company
(incorporated  herein by  reference  to  Exhibit  2.1 filed  with the  Company's
Current  Report on Form 8K dated  September 6, 2002 and filed on  September  17,
2002).

10.2 First Ammendment to Consulting Agreement,  Dated September 5, 2002, between
the Company and Madison Consulting Company  (incorporated herein by reference to
Exhibit 2.1 filed with the Company's  Current Report on Form 8-K dated September
6, 2002 and filed on September 17, 2002).

10.3 First Ammendment to Consulting Agreement,  dated September 5, 2002, between
the Company and General Services  Corporation  (incorporated herein by reference
to  Exhibit  2.1  filed  with the  Company's  Current  Report  on Form 8-K dated
September 6, 2002 and filed on September 17, 2002).

10.4 First Ammendment to Consulting Agreement,  dated September 5, 2002, between
the Company and Corporate Media Services, Inc. (incorporated herein by reference
to  Exhibit  2.1  filed  with the  Company's  Current  Report  on Form 8-K dated
September 6, 2002 and filed on September 17, 2002).

10.5 First Amendment to Employment  Agreement,  dated September 5, 2002, between
the Company and Mark R. Tolner  (incorporated herein by reference to Exhibit 2.1
filed with the Company's  Current Report on Form 8-K dated September 6, 2002 and
filed on September, 17, 2002).

                                       26
<PAGE>

10.6  Employment  Agreement,  dated  September 5, 2002,  between the Company and
Louis J.  Pearlman  (incorporated  herein by reference to Exhibit 2.1 filed with
the Company's  Current  Report on Form 8-K dated  September 6, 2002 and filed on
September 17, 2002).

10.7  Employment  Agreement,  dated  September 5, 2002,  between the Company and
Gregory T. McDonald  (incorporated herein by reference to Exhibit 2.1 filed with
the  Company's  Current  Report on Form 8K dated  September 6, 2002 and filed on
September 17, 2002).

10.8 Lock-Up and Escrow  Agreement,  dated September 5, 2002, among the Company,
the Trusts,  Louis J.  Pearlman,  Gregory T.  McDonald,  Jeffrey  Kranzdorf  and
certain  other  stockholders  (incorporated  herein by  reference to Exhibit 2.1
filed with the Company's  Current Report on Form 8K dated  September 6, 2002 and
filed on September 17, 2002).

10.9  Trademark  Sublicense  Agreement,  dated  September  5, 2002,  between the
Company and Trans Continental Classics,  Inc.  (incorporated herein by reference
to  Exhibit  2.1  filed  with  the  Company's  Current  Report  on Form 8K dated
September 6, 2002 and filed on September 17, 2002).

10.10 License Agreement, dated June 1, 2002, between the Company and Edge Sports
Team,  Inc.  (incorporated  herein by  reference  to Exhibit 10.1 filed with the
Company's  Current Report on Form 8K dated August 1, 2002 and filed on August 8,
2002).

99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

99.2  Certification of the principal  accounting officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.


           (b) Reports on Form 8-K.

(i) On August 7, 2002,  the Company filed a Current Report on Form 8-K to report
about the License  Agreement  between the  Company  and Edge Sports  Team,  Inc.
("Edge")  pursuant to which Edge has licensed its online,  web-based  system for
promoting  individual  high  school  athletes  and  assisting   individuals  and
institutions in recruiting such athletes.

(ii) On September 17, 2002,  the Company  filed a Current  Report on Form 8-K to
report about a change in control of the Company in connection with the merger of
a newly  formed  subsidiary  of the  Company  with  and into  Trans  Continental
Classics, Inc., ("TCC") with TCC surviving.

(iii) On September 19, 2002,  the Company filed a Current  Report on Form 8-K to
report about a the  approval by its Board of  Directors of a 100-to-one  reverse
split with respect to its Common Stock and effective September 30, 2002.

(iv) On October  7,  2002,  the  Company  filed a Current  Report on Form 8-K to
supplement certain  information  relating to the Company and to disclose certain
relationships  existing between certain  principal  stockholders of the Company,
certain directors  (including proposed director nominees) and consultants to the
Company.


                                       27
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                                     OPTIONS TALENT GROUP
                                                     ---------------------
                                                         (Registrant)





Date:  December 23, 2002                          By: /s/ Mark Tolner
                                                      ----------------------
                                                      Mark Tolner
                                                     Chief Executive Officer





                                       28
<PAGE>




                                 CERTIFICATIONS

  Certification of the Chief Executive Officer Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002

      I, Mark Tolner, Chief Executive Officer  of the Company, certify that:

      1. I have reviewed this quarterly  report on Form 10-QSB of Options Talent
Group;

      2. Based on my  knowledge,  this  quarterly  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
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure  controls and procedures to ensure that
      material  information  relating to the  registrant  is made known to us by
      others within those entities, particularly during the period in which this
      quarterly 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 quarterly report (the "Evaluation Date"); and

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

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  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  weaknesses  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. The registrant's other certifying officers and I have indicated in this
quarterly  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:    December 23, 2002

                                    /s/    MARK TOLNER
                                    -------------------
                                    Mark Tolner
                                    Chief Executive Officer




                                       29
<PAGE>

                            CERTIFICATIONS, Continued

    Certification of the principal accounting officer Pursuant to Section 302
                       of the Sarbanes-Oxley Act of 2002

      I, Robert Alberty,  Corporate  Controller  (principal  accounting officer)
certify that:

      1. I have reviewed this quarterly  report on Form 10-QSB of Options Talent
Group;

      2. Based on my  knowledge,  this  quarterly  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
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            (a) designed such disclosure  controls and procedures to ensure that
      material  information  relating to the  registrant  is made known to us by
      others within those entities, particularly during the period in which this
      quarterly 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 quarterly report (the "Evaluation Date"); and

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

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  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  weaknesses  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. The registrant's other certifying officers and I have indicated in this
quarterly  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:    December 23, 2002

                                /s/    ROBERT ALBERTY
                                ---------------------
                                Robert Alberty
                                Corporate Controller (principal accounting
                                officer)


                                       30