SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         AMENDMENT NO. 1 TO FORM 10-KSB
                                   (Mark One)
      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003
                                       OR

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

                        Commission file number 000-24681

                         HEALTH SYSTEMS SOLUTIONS, INC.

             (Exact name of registrant as specified in its charter)

             NEVADA                                           82-1513245
                                                              ----------
   (State or other jurisdiction                               (IRS Employer
  of incorporation or organization)                         Identification No.)

               405 N. Reo Street, Suite 300, Tampa, Florida 33609
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (813) 282-3303
                                 ---------------
               Registrant's telephone number, including area code)

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

Title of each class:  N/A        Name of each exchange on which registered:  N/A

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

                          Common Stock, $.001 par value
                          ------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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 [ ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.   $2,069,758.

The aggregate market value of Common Shares held by non-affiliates of the
Registrant (2,004,721 shares), as of December 1, 2004, was $2,004.72.

The number of Common Shares outstanding on December 1, 2004, was 11,046,780
Documents Incorporated By Reference: Not Applicable.
Transitional Small Business Disclosure Form (check one):  Yes [  ] No [X]


<PAGE>



                         HEALTH SYSTEMS SOLUTIONS, INC.
                                  FORM 10-KSB/A
                                      INDEX


PART I            ............................................................1

     Item 1.      Business....................................................1

     Item 2.      Properties.................................................11

     Item 3.      Legal Proceedings..........................................11

     Item 4.      Submission of Matters to a Vote of Security Holders........11

PART II           ...........................................................12

     Item 5.      Market for the Common Equity, Related Stockholder
                  Matters and Small Business Issuer Purchases of Equity
                  Securities.................................................12

     Item 6.      Management's Discussion and Analysis or Plan of Operations.13

     Item 7.      Financial Statements.......................................27

     Item 8.      Changes in and Disagreements with Accountants on Accounting
                  And Financial Disclosure...................................28

     Item 8A.     Controls and Procedures....................................29

     Item 8B.     Other Information..........................................29

PART III          ...........................................................30

     Item 9.      Directors and Executive Officers of the Registrant.........30

     Item 10.     Executive Compensation.....................................32

     Item 11.     Security Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters.................36

     Item 12.     Certain Relationships and Related Transactions.............37

     Item 13.     Exhibits, Lists, and Reports on Form 8-K...................39

     Item 14.     Principal Accountant Fees and Services.....................40

SIGNATURES

                                       ii
<PAGE>



                                     PART I

  ITEM 1.BUSINESS

  Overview

         Health Systems Solutions, Inc., through its wholly owned subsidiary,
Healthcare Quality Solutions, Inc. ("HQS") designs, develops, markets, sells and
supports web-based, management information and business intelligence services
that assist home health care companies more effectively manage the clinical,
operational and financial aspects of their business. Our systems are implemented
on our customers' standard personal computers with access to the Internet over
Microsoft Internet Explorer. Our architecture and fee structure enable our
customers to rapidly and cost-effectively implement our services for a modest
transactional fee charged when a customer uses our programs to process patient
clinical assessments. These services have been designed to assist our customers
in or by:

         o        Increasing revenue;

         o        Reducing cost;

         o        Standardizing processes;

         o        Improving the quality of patient outcomes; and

         o        Minimizing regulatory compliance risk.

         Our services address the issues of measuring quality of care while
simultaneously reducing cost, improving patient outcomes and minimizing
compliance risk. Effective management of home health agencies requires accurate
collection of many data elements and using this data to determine the
reimbursement for the care and to measure and improve the quality of the care
delivered. Our services offer cost-effective, accurate and automated methods of
improving the quality of the data collected and enable our customers to use the
data to provide daily reports that identify anomalies in clinical observations,
identify profit or loss potential for an episode of care, assist with managing
regulatory compliance risk, and perform benchmark observations about the data
against our national database of over 1 million episodes of care.

         We currently derive most of our revenues from per transaction charges
applied to processing patient clinical assessments made by our customers during
a month. As of December 31, 2003, we had approximately 116 customers in 41
states with approximately 387 sites using one or more of our services. During
September 2004, our customers processed over 51,000 patient clinical assessments
using our programs.

         In 2002 there were about 7,000 Medicare certified home health agencies
nationally that provided services to 2.2 million patients. The Balanced Budget
Act of 1997 included mandates to the Centers for Medicare and Medicaid Services
(CMS) to establish a Prospective Payment System (PPS) to reduce the cost of the
home health benefit and to measure the effectiveness of the care delivered. The
regulations are being implemented in phases over time and include a requirement
that home health agencies collect assessment data on each patient at
start-of-care and at discharge (OASIS Data).

         Beginning in 1998, our predecessor businesses used the OASIS Data to
provide to some of its home health agency ("HHA") customers quarterly clinical
performance benchmarking services. In addition, our predecessor businesses
transmitted OASIS Data to state agencies as required under the Medicare
regulations and to the Joint Commission on Accreditation of Healthcare
Organizations as required under that organization's accreditation procedures.
Charges for these services were on a subscription basis. Home health agencies
could pay the subscription fee annually in advance and obtain a discount from
standard pricing. Revenue for customers paying up front was categorized as
deferred and was earned over the course of the ensuing contract period,
typically 12 months.

         In late 2002, in response to expanded PPS regulations, we introduced a
series of new online processing and business intelligence services using
transaction-based pricing. These products assist home health agencies on a daily
basis to collect, edit and correct the OASIS Data and through daily and other
periodic reports assist in the management of patient outcome analysis and
regulatory compliance risk. We refer to individual patient assessments
containing the OASIS Data as the "transactions" on which we base our charges for
our business intelligence services.

         Our executive offices are located at 405 N. Reo Street, Suite 300,
Tampa, Florida 33609 and our telephone number is 813-282-3303. Our website is
located at www.HQSonline.com. Information on our website is not a part of this
report.

                                       1

<PAGE>

         References throughout this annual report to "Health Systems Solutions,"
"HSS," "the Company," "we," "us" and "our" refer to Health Systems Solutions,
Inc., a Nevada corporation, and our operating subsidiary, Healthcare Quality
Solutions, Inc. ("HQS").

Recent Events

         On July 6, 2004, HQS entered into a $1,600,000 loan and security
agreement with Stanford Venture Capital Holdings, Inc. Under this agreement,
interest accrues at the rate of 8% per annum and principal matures and becomes
payable three years from the date of the loan. The loan is secured by a security
interest in all of the assets of our company and HQS and a corporate guaranty
that has been executed in favor of Stanford. As of November 15, 2004, we had
drawn $1,050,000 under this facility and an additional amount of $550,000 was
available to us under the facility.


         Additionally, as consideration for entering into the loan and security
agreement, Stanford received warrants to purchase an aggregate of 720,000 shares
of our common stock. The exercise price of the warrants is $0.001 per share and
the warrants expire on June 30, 2009. Stanford has assigned 360,000 warrants to
four of its employees pursuant to a warrant assignment agreement which have been
exercised effective August 12, 2004. We are obligated to register the shares of
common stock underlying the warrants held by the Stanford employees pursuant to
a registration rights agreement. Stanford exercised its warrants on September 8,
2004.


         On July 6, 2004, we effectuated a 1-for-2 reverse stock split of all of
the issued and outstanding shares of our common stock. The reverse stock split
was approved by our board of directors and the holders of a majority of our
voting stock on May 13, 2004 and May 27, 2004, respectively.

         Subsequent to the reverse split, Stanford converted all of its Series A
and Series B preferred stock in our company into an aggregate of 7,190,171
shares of our common stock.

         250,000 shares of our common stock issued to Deluxe Investment Company
were subject to an escrow agreement which provided, among other things, that if
we did not receive third party financing from sources other than Stanford on or
before October 22, 2004 or enter into an acquisition on or before October 22,
2004, that the 250,000 shares of our common stock held by Deluxe would be
immediately returned to our company and canceled. As required under the escrow
agreement, we have sent the escrow agent a demand for the shares. Upon receipt
of the shares, such shares will be canceled and returned to our treasury.

History of our Business

         The ultimate predecessor of our business was a corporation known as
Provider Solutions Corp. ("PSC") that was formed to develop the technology that
we employ in our business. PSC was a Florida corporation organized in 1992. PSC
raised an aggregate of approximately $7 million on a secured basis. Summary
results of operations data for the fiscal year of PSC ended March 31, 2002 and
period from January 1, 2002 through September 16, 2002 is forth under "Summary
Statement of Operations Data."

         On July 2, 2002, PSC filed an assignment for the benefit of creditors
under Florida law. Stanford, one of PSC's secured creditors, formed Provider
Acquisition LLC ("PAL") in order to make an offer to the Assignee to purchase
all of the assets of PSC. In accordance with an Asset Purchase Agreement dated
September 17, 2002, PAL purchased all of the assets of PSC for a sum of
$225,000, subject to secured indebtedness of approximately $7 million and
assumed an obligation to pay the trust fund portion of PSC's obligations to the
Internal Revenue Service in the approximate amount of $400,000.

         Following PAL's acquisition of the assets of PSC, Stanford and the
other holders of PSC's secured indebtedness converted all of the indebtedness
into equity of PAL.

         On October 22, 2002, PAL consummated an agreement and plan of merger
with Silver Key Mining Company, Inc. and its newly formed wholly-owned
subsidiary, Healthcare Quality Solutions, Inc., a Florida corporation ("HQS")
whereby the business that PAL had acquired from PSC was transferred to HQS and
the equity ownership interests in PAL were exchanged for the majority of the
issued and outstanding shares of common stock of Silver Key Mining Company. On
October 23, 2002, the effective time of the merger, the 100% equity interests of
PAL were exchanged for an aggregate of 1,071,429 shares of our common stock.
Stanford received 957,921 shares of our common stock issued pursuant to the
Merger Agreement. An additional 237,399 shares were issued in connection with
the merger to a third party in consideration of facilitating the merger. Prior

                                       2

<PAGE>

to the merger, none of the holders of equity interests in PAL, including
Stanford, owned any shares of common stock or had any other interest in our
company.

Summary Statement of Operations Data

         We develop and provide assistance to the health care industry in
managing their business through HQS, our wholly-owned subsidiary. HQS was formed
on October 15, 2002. HQS was incorporated for the purpose of facilitating the
merger with Provider Acquisition, LLC ("PAL"), which was organized in June 2002.
On September 17, 2002 PAL acquired the right, title and interest from an
assignee for the benefit of creditors of Provider Solution Corp. ("PSC"), a
Florida corporation which was originally organized in September 1992. Pursuant
to the terms of a merger agreement dated October 22, 2002, PAL was merged with
HQS and HQS survived as our wholly-owned subsidiary. The merger was accounted
for as a "reverse merger," wherein the former interest holders of PAL acquired a
majority of the controlling interest (58%) of the common stock of our company.
Prior to the merger, we were considered a development stage company and had no
assets or capital and no significant operations or income. We have provided this
data to provide additional historical information related to our operations.
However, as PAL and PSC are predecessor companies, their results of operations
have no bearing on the future results of our company.

<TABLE>
<CAPTION>
                                    Predecessor Companies
                        ----------------------------------------------------------
                           Provider Solutions Corp.        Provider Acquisitions, LLC        Health Systems Solutions, Inc.
                           -----------------------        ---------------------------------  ------------------------------
                                                               Period            Period
                                              Period        June 28, 2002     June 28, 2002
                                          January 1, 2002    (inception)       (inception)
                           Year Ended         through          through           through        Year Ended
                            March 31,      September 16     September 30,     December 31,     December 31,
                               2002            2002             2002              2002             2003
-------------------------------------------------------------------------------------------------------------------

<S>                       <C>                 <C>               <C>             <C>               <C>
Net sales                 $2,028,075          783,288           $44,854         $320,302          $2,069,758
Cost of sales             $1,276,527          588,634           $15,978         $321,582           $1410,271
Gross profit                $751,548          194,654           $28,876          ($1,280)           $659,487
Operating expenses        $4,634,249        2,299,066         $ 160,584       $8,401,858          $3,324,436
Net loss                 ($3,882,701)      (2,104,352)      ($7,086,635)*    ($8,403,138)*       ($2,757,086)**

</TABLE>

* Includes impairment of goodwill of $6,954,927
** Includes $92,137 deemed preferred stock dividend.

Industry Background

         As reported on September 22, 2003 by the United States Centers for
Medicare and Medicaid Services ("CMS"), an agency of the United States
government, the home health industry is highly fragmented and currently
comprised of more than 7,000 companies that provide skilled nursing, therapy,
aide service, or medical social work to beneficiaries in their homes. These
companies range from facility-based agencies to small, publicly traded and
privately held companies and visiting nurse associations. According to CMS, home
health expenditures were $33 billion in 2001. According to CMS, certain
securities analysts forecast that the industry will grow at an annual rate of 5%
to 10% as a result of favorable demographic trends, new clinical protocols that
have increased the range of home care services (rehab in particular) and the
lower cost of home care versus other institutional settings. A complete copy of
the report is available online at
http://www.cms.hhs.gov/reports/hcimu/heimu_09222003.pdf.

         We expect the consolidation of the industry which accelerated after the
passage of the Balanced Budget Act of 1997, to continue. We believe that in the
process of consolidation, home care management will require solutions that help
them streamline their operations, standardize the delivery of care, maximize the
reimbursement under the regulations, improve the quality of care delivered, and
minimize the compliance risk. By providing outsourced services, we help reduce
the information technology burdens of our customers, enabling them to focus on
their core businesses and react quickly to dynamic market conditions.

                                       3

<PAGE>

         In October 2000, the federal government introduced the Medicare Home
Health Prospective Payment System (PPS). These rules require the collection and
reporting of vast amounts of patient data that must be extracted edited,
corrected, formatted, exported and reported on rigorous schedules. The
importance of ensuring the data is accurate and timely cannot be overstated, as
the very success of a home care company participating in Medicare is dependent
on meeting these requirements. Under these rules, home health agencies are
mandated to prove the care delivered improves the patient's functional ability.
The mandates introduce reimbursement levels calculated in advance based upon the
assessed need of the patient. An error in collecting the data on the initial
patient assessment can cost thousands of dollars in missed reimbursement. An
error in collecting the data on the final assessment can bring on the rejection
of an entire claim, or worse, an audit survey by a government agency that
results in fraud and abuse charges.

         The data must be collected using a standardized tool called the Outcome
and Assessment Information Set (OASIS) to collect 109 data elements that must be
reported to government agencies on rigorous schedules and must meet an extensive
editing process (There are over 400 mandated OASIS edits). It is critical for
the home health business that the data is accurate and valid as the data is used
to determine the level of reimbursement received for the care provided and is
used by the government to measure, and publicly report on, the quality of care
delivered.

         Methods for capturing data include filling out paper forms then key
entering the required data into a workstation or personal computer using free,
government-supplied software, or directly into information management systems
supplied by another party. The data is subsequently transmitted to the
government. Government computers edit the answers highlighting errors. The HHA
must dial into the government site to retrieve its reports, then in an off-line
procedure correct the errors and resubmit the data. Either approach has minimal
data validation capabilities, particularly as it relates to determining any
clinical anomalies that might exist in the data.

         In addition, the nature of home health care is such that the field
nurse and the data entry staff, nursing supervisor, quality assurance staff,
clinical manager and operations management are typically remote from one
another, making collaboration over identified issues difficult if not impossible
to resolve. The result is increasing overnight courier, fax and telephone costs
combined with rejected claims, extended accounts receivable days outstanding and
inconsistent care delivery. The clinical staff struggles to meet the government
deadlines and regulations while the financial management pushes for faster
turnaround to improve cash flow. Multiple sites compound the management
problems.

Our Solution

         We provide systems that are designed to assist our customers improve
the quality of the data collected, identify clinical anomalies in nursing and
therapy observations in the collected data, identify profit or loss potential,
provide daily reports to assist with managing care delivery and compliance risk
and benchmark observations about the data against our national database of over
1 million home care episodes. These services help manage the clinical,
operational and financial aspects of a home care company in order to maintain a
balance between the patient outcome and the Medicare reimbursement received. We
refer to our products and services as our "PPS Advantage(TM)" suite. PPS
Advantage(TM) enables our customers to realize the following benefits:

         A Data Collection Process That Is Cost Effective, Accurate and Timely.

         Using the Internet as a communication tool, we deliver cost-effective,
accurate and timely PPS data collection services. We provide our customers with
multiple methods for submitting data: a fax to our image server, a document
image, an electronic file upload or on-line key entry. One of our data
collection-related services provided to fax and scanning customers is the
verification of data by our data services staff. Digital data extracted from
faxed or scanned images is available for viewing and manipulation using the Web
within two hours of receipt.

         A Data Edit and Correction Process That Ensures Data Accuracy Prior To
         Transmission.

         Once data is received at our data services center, our software
performs a series of edits on the data including the more than 400 published by
the government and the more than 100 of our proprietary SmartEdits(TM)
processes. These proprietary edits compare responses to multiple questions to
ensure the clinical responses are valid and clinically consistent across the
questionnaire. All edits are identified and any authorized user, anywhere on the
Internet with proper security can review the edits and make appropriate changes
on-line. Multiple people can collaborate in real time in making revisions on the

                                       4

<PAGE>

same data. As a part of this process, our systems calculate, on demand, the
anticipated reimbursement using the customer's cost data and determines whether
a profit or loss can be expected based on the responses to certain questions.
This enables the customer to verify if the data is accurate and a loss, as an
example, should stand or if some responses should be modified. The system allows
a "what-if" approach to analyzing the impact of particular responses.

         A Data Transmission Process That Is Cost Effective and Timely.

         After the data is determined to be accurate and valid, our staff
manages the transmission of the data to the government as required under the
rules. Currently we transmit to over 40 states that act as intermediaries for
the federal agency managing this program (the Centers for Medicare and Medicaid
Services, or CMS). Reports posted to the state website are retrieved and posted
to the customer portion of our site by our staff, substantially simplifying the
customer's job.

         A Daily Management Tracking System to Increase Revenue, Improve Care
         Delivery and Compliance Risk Management.

         Our service provides a series of daily reports that provide business
intelligence and decision support intelligence for the customer relative to the
rules for participating in the Medicare program (Conditions of Participation).
Such things as meeting transmission date requirements (Lock Dates);
recertification windows (56 to 60 days from the Start-of Care date); and other
items are identified and used to ensure the appropriate process is being
followed.

         The Application of Standard Operating Process is Ensured Across the
         Enterprise.

         By automating and centralizing the daily management of processes
relating to patient care delivery and compliance management, our customers are
able to consistently administer various policies and procedures. Those customers
of ours that are growing through acquisitions of other home health agencies can
implement our systems into the acquired agencies to rapidly integrate the newly
acquired business into the existing process stream.

         Benchmarking Performance Relative to Our National Database of Outcomes.

         Using our national database of outcomes to compare an agency to the
national norms, management can determine where they stand relative to national
benchmarks of outcomes, reimbursement, quality of care by specific diseases, and
other measures.

         Rapid Implementation.

         The only elements required at a customer site are Microsoft Internet
Explorer, a personal computer or a workstation and an Internet connection. All
operating software remains on our servers. This centralized approach radically
limits the capital expenditure required to implement and support the solutions
while simultaneously dramatically reducing the implementation cycle. We offer
professional services that assist customer staff optimize the use of the
services. These services qualify for Continuing Education Unit credits required
for skilled nursing professionals to retain licensure.

         A Highly Flexible, Open and Scalable System.

         Our services are based on a modular platform using industry standard
open architecture that is scalable from a company with a single user on a single
personal computer to multi-site, multi-user enterprise. Our customers can add
additional users or sites quickly and easily.

Growth Strategy

         We believe that many home health agencies lack the technology and
operational efficiency to succeed in today's increasingly complex environment.
Our objective is to extend our position as a leading provider of management
solutions for home care and to enter the market for solutions to other post
acute care industries. Key elements of this strategy include:

                                       5

<PAGE>

         Leverage Our Existing Customer Base.

         We believe significant opportunities exist to leverage our existing
customer base by selling increased applications that we offer to customers that
utilize less than the full suite of programs, as well as by expanding our suite
of programs to provide our customers with enhanced functionality and increase
transactional volumes. We intend to continue to develop our current service
offerings and to introduce new solutions that assist in the management of
specific disease states and complementary products or provide other industry
services and may recommend, but not directly resell our services.

         Offer Our Services to Other Segments of The Post Acute Industry.

         We believe that the interest in tools to assist in the management of
disease states and conditions will provide us with opportunities to further
develop our platform to provide solutions to nursing homes, skilled nursing
facilities and inpatient rehabilitation facilities.

Our Products and Services

         Our customers are required to capture large amounts of patient
information on a daily basis, throughout the course of an episode of care and
within short timeframes in order to meet inflexible deadlines. The accuracy and
validity of the data is critical and the data must be analyzed and monitored
continuously in order to ensure that appropriate reimbursement is received for
care delivered, the recommended clinical procedures are diligently followed, a
high level of patient outcome is maintained (as measured against national norms)
and regulatory requirements are continuously met. Our services are designed to
meet these requirements on a highly available, rapid response basis.

         Our products are designed to assist the homecare agency more
effectively manage its business under the emerging requirements of CMS'
Prospective Payment System. Our products streamline the collection, correction
and submission process for mandated OASIS data; improve reimbursement rates;
improve cash flow; ensure regulatory compliance; and provide decision support to
improve clinical practice. Our services are offered on a transaction fee and a
subscription fee basis. Our products are marketed under the PPS Advantage(TM)
name.

         PPS Collect(TM) is the umbrella name for a variety of methodologies by
which a homecare agency's patient's OASIS assessment data can be submitted to
our website. The offering includes faxing paper documents, uploading electronic
files and keying data into an electronic form.

         PPS Editor provides on-line access to patient assessment data and
performs the following:

        o Enables homecare staff to view, edit and correct assessment data over
          the Web.

        o Applies 400 CMS specified, clinical validity rules and over 50 PPS
          Smart Edits developed by our company. PPS Smart Edits are logical and
          intuitive edits that assist in ensuring the completion of correct and
          valid assessment data prior to transmission to the state survey
          agency.

        o Assists clinical staff in identifying discrepancies and provides an
          explanation for ease of analysis and correction.

        o Enables verbal collaboration by multiple users over the telephone as
          they view the same data over the Web.

        o Applies CMS's PPS rules to the assessment data and calculates the
          reimbursement rate for the patient.

        o Calculates the anticipated profit/loss for the patient episode based
          on the Plan of Treatment information.

         PPS Dashboard provides a "work-in-progress" status report for the
assessment data received from each agency site including the following:

        o Displays assessment status relative to patient recertification and
          related deadlines mandated under PPS.

        o Assessment Error Report tracks errors, duplicate assessments,
          orphan assessments, patient episodes due to be re-certified and
          reports on assessment status relative to Lock Dates.

                                       6

<PAGE>

        o Also provides a rolling 7-day report of assessment status including a
          daily listing of patient episode counts and error references.

         PPS Trans provides a single connection for the customer to our website
that, in turn, provides communications links to various other locations.

         PPS Outcomes is designed to enable agencies to monitor their patient
status compared to our national database that includes in excess of 2.0 million
assessments. PPS Outcomes supports the CMS Outcomes Based Quality Improvement
(OBQI) process.

         The CMS process provides annual reports that CMS uses to publish the
"best and worst" homecare providers. PPS Outcomes supports the OBQI process by
supplying such reports on a quarterly basis. Quarterly reports are not available
from CMS.

         PPS OASIS Auditor is designed to assist agencies evaluate their
clinical performance by comparing their clinical data with the HQS national
database. Discrepancies in performance, staff training and areas that could be
out of compliance are highlighted.

         PPS Advisory is a consulting service that assists homecare agencies
improve their performance under PPS as follows:

        o Interpret benchmarking data and how to use the data in order to
          improve operations and migrate toward "best practice."

        o Presents seminars, OBQI report analysis, assistance in CMS-required
          improvement Plan preparation and monitoring of improvement plans.

Customers

         Our solutions are provided to home health customers ranging in size
from single to large multi-site organizations. As of December 31, 2003, we had
approximately 116 customers in 41 states with approximately 387 sites operating
one or more of our programs. Our largest customer Amedisys, a publicly traded
company represented approximately 28.5% of our revenue for the year ended
December 31, 2003. We are substantially reliant on the continued use of our
products by Amedisys. Our only customer that accounted for 10% or greater of our
revenues during the year ended December 31, 2003, was Amedisys, Inc.

         We have entered into an information management and operations services
agreement with Amedisys, Inc. Under the agreement we have agreed to provide
Amedisys with an internet-accessed, multi-user, post-acute healthcare
information system that permits Amedisys to accomplish certain information
management functions. Under the agreement we are required to maintain a help
desk that provides telephone advice and guidance for Amedisys and its employees.
We receive certain fixed rates for the base services we provide to Amedisys,
plus additional compensation in the event that Amedisys orders and receives
additional services in connection with education or help desk services. The term
of this agreement is through February 24, 2004 and the term is automatically
extended for successive periods of one year unless either party delivers written
notice to the other party of its election not to extend the term of the
agreement at least 90 days before the expiration of the then current term. As of
the date of this report neither party has provided notification of termination.
The agreement may also be terminated by either party: (1) in the event that the
other party defaults in performance of any material provision of the agreement
and such default continues and is not cured within 30 days of written notice of
such default; (2) in the event that the other party commits any material act of
dishonesty, gross carelessness or gross misconduct in the performance of the
agreement; or (3) in the event that voluntary or involuntary proceedings are
commenced for the winding up or dissolution of the other party or for any action
or relief taken or suffered by the other party as bankrupt or insolvent under
any bankruptcy or insolvency laws.

Sales and Marketing

         We sell our services primarily through a direct sales force of 4 sales
personnel. Since mid-2003, we have focused on expanding our vendor partnerships
to enhance vendor assisted referrals. Our largest partnership is with Briggs
Corporation, the largest supplier of clinical documentation systems for home

                                       7

<PAGE>

health care and with whom we have jointly developed a selection of
scanner-readable home health forms. Briggs refers leads to us identified during
its sales process.

         In 2004, we began our first national advertisement campaign focused on
brand name recognition. We currently have year long advertisements placed in the
two prominent industry publications: Success In Home Care and The Remington
Report. In 2004, we also plan to add marketing staff to develop our public
relations telemarketing and direct mail campaigns. We also plan to improve our
use of our World Wide Web site for generating sales leads and increasing market
awareness.

Product Development

         We develop our service applications based on requirement specifications
produced by our Product Strategy Group. This group is comprised of clinicians
and other domain experts (including regulatory). By maintaining regular contact
with customers and experts in the field and tracking the regulatory activity of
CMS, the Product Strategy Group determines our product direction and product
feature requirements.

         The system architecture lends itself to rapid delivery of improved
software and product functionality. Key systems are typically modified every 45
to 60 days. The systems are designed as very "thin-client" (customers need only
a browser to access the services) minimizing the information technology
infrastructure required at the customer site. Customer system requirements are
limited to a PC with a standard Internet browser and an Internet connection.

         Our system architecture is based on the widely accepted J2EE
architecture that ensures "openness" and "scalability". This design and the
centralized hosting approach facilitates managing and delivering changes and
enhancements to the software and service.
         Applications are developed in JAVA. We use XML as our messaging layer
facilitating interfaces with third-party solutions such as billing vendors. We
have implemented a transaction traceability and event tracking capability to the
User ID and Password level that enables effective reporting of access and
modification to patient health information as required under HIPAA. Adopting a
store and forward messaging technique allows application components to function
independently while maintaining near real-time communications and high levels of
system availability.

         In 2004, we initiated development projects to produce new and enhanced
services for delivery in late 2004. We will deliver these services on a
transaction pricing basis. These products will not add material revenue, if any,
during 2004. Development of the underlying software will be produced with
existing staff. Research and development expenses associated with these products
is not material and may only increase slightly to cover costs related to short
term software development contractors that may be used in the development cycle.

         In addition, we periodically enhance our products in order to assist
our customers in satisfying HIPAA and other requirements applicable to them. For
example, on October 1, 2004, as required to meet one of the Medicare CoPs that
applies to our customers, we implemented a quarterly revision to the set of
codes for the International Classification of Disease version 9(ICD-9) as
published in the Federal Register of May 18, 2004; and a quarterly update to the
national code database of physicians published by the Department of Health and
Human Services known as the Unique Physician Identification Number (UPIN).

Operations

         Our Customer Service organization provides a variety of operational
support to customers including a verification service that ensures the accuracy
of automated Optical Character Recognition translation of hand-written patient
assessment information to digital data, assistance with customer data
communications, upload data to/from our website, transmitting customer's patient
data to appropriate State Departments of Health, acquiring customer reports from
CMS and posting these reports to our website for access by the customer and
producing customer benchmark reports from our national database.

         Data Center Technical Services manages and supports the computer and
communications infrastructure used by the Company's customers including Web
services administration, communications administration, application
administration, database administration, systems administration and LAN
administration.

                                       8

<PAGE>

         Our products are critical to the operation of our customers and
therefore require a high level of service availability. To minimize the risk to
the customer, we have our servers that support customer and customer service
activities installed in a secure facility managed by Qwest Communications that
includes redundant power and air conditioning, redundant Internet connections
and redundant telecommunications.

Encryption and Security from Hackers

         Our company-owned services, software and communications equipment and
the customer data integral to our service delivery are hosted at a Qwest
CyberCenter in Tampa, Florida ("Qwest"). Qwest reports that its facilities are
designed to withstand up to Category 5 hurricanes. Notwithstanding these
assurances, there can be no guarantee that we would be able to operate effective
were the Qwest site to be damaged by a terrorist event or act of nature.

         We have implemented various layers of security to ensure appropriate,
controlled access to our services including establishing user level password
systems and encryption schemes based on 1024 bit keys. We have implemented
Secure Sockets Layer (SSL), an industry standard protocol for providing
authentication and encryption, verified through the use of certificates provided
through Verisign, an industry provider of secure Internet communications.
Firewalls are implemented to protect against unauthorized entry and address
translation schemes adds a further level of access protection from unauthorized
access attempts. Our services agreements generally contain limitations on
liability and we maintain insurance with coverage limits of $2,000,000 for
general liability. However, the contractual provisions and insurance coverage
may not provide adequate coverage against all possible claims that may be
asserts.

Competition

         The market for healthcare information systems is intensely competitive.
The competitive factors affecting the market for our services include:

        o        vendor and product reputation,

        o        reliability of the service,

        o        availability of products on preferred computer and
                 communications platforms,

        o        scalability,

        o        integration with other applications,

        o        functionality and features,

        o        ease-of-use,

        o        quality of support,

        o        documentation and training,

        o        product quality and performance,

        o        product innovation,

        o        price, and

        o        effectiveness of marketing and sales efforts.

         Some of our competitors in the homecare market segment, such as
McKesson Corporation, Siemens A G, Eclipsys Technologies Corporation and Keane,
Inc. have significantly greater financial, technical, research and development
and marketing resources. As a result, they may be able to respond more quickly
to new or emerging technologies and changes in customer requirements, or to
devote greater resources to the development, promotion, sales and support of
their products than our company. In addition, consolidation in the healthcare
information systems industry may permit our competitors to have access to
increased financial and administrative resources, greater technological
capabilities and to realize other operational efficiencies and competitive
advantages. Moreover, purchasers may prefer to buy computer systems from a
single source provider. Because we focus exclusively on assisting the homecare
company manage under the Prospective Payment System (as opposed to scheduling or
billing systems), we cannot serve as the sole source of computer software for
homecare organizations.

                                       9

<PAGE>

Proprietary Rights and Licenses

         We depend significantly upon proprietary technology. We rely on a
combination of copyright, trade secret and trademark laws, confidentiality
procedures and nondisclosure and other contractual provisions to protect our
proprietary rights. We seek to protect our software, documentation and other
written materials under trade secret and copyright laws, which afford only
limited protection. We believe that, because of the rapid pace of innovation
within the computer software industry, factors such as the technological and
creative skills of its personnel, frequent product enhancements and reliable
service delivery and ongoing reliable product maintenance and support are more
important in establishing and maintaining a leadership position within the
industry than are the various legal protections of our technology.

         We distribute our products under services agreements that grant a
customer a nonexclusive right to use our services for the customer's internal
operation by designated users at designated sites. The service agreements may
require us make arrangements for hot standby systems or to deposit the source
code and data necessary to deliver our services in an escrow account that may be
accessed by the customer in the event of our company's liquidation, dissolution
or bankruptcy, or if we fail to cure a material breach of contract.

Governmental Regulation

         The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operation of
healthcare providers. Many federal and state legislators have announced that
they intend to propose programs to reform the United States healthcare system at
both the federal and state level. These programs may contain proposals to
increase governmental involvement in healthcare, lower reimbursement rates,
revise regulatory requirements and otherwise change the environment in which
providers operate. Healthcare providers may react to these proposals and the
uncertainty surrounding such proposals by curtailing or deferring investments,
including investments in our products and related services.

Health Insurance Portability and Accountability Act of 1996 ("HIPAA")

         HIPAA establishes rules, regulations and penalties for ensuring the
privacy of patient health information. In addition, HIPAA requires standards for
the electronic interchange of healthcare and claims data. Though HIPAA will
affect all aspects of all healthcare providers' operations, the greatest impact
will be in the information technology area. The patient health information
privacy phase of HIPAA went into effect in April 2003 and the standards for
electronic interchange went into effect in October 2003. Conforming to the
requirements is a difficult and expensive task. The preliminary document from
CMS outlining the regulations exceeds 250 pages.

         We have taken various steps to comply with HIPAA. Employees have been
educated on the law's effects and a policy and procedure manual has been
developed. We have appointed a privacy officer and a compliance officer whose
duties include:

        o        Tracking regulatory changes

        o        Performing initial and ongoing privacy risk assessments

        o        Identifying all sources of Protected Health Information ("PHI")

        o        Conducting compliance monitoring activities

        o        Providing guidance for Product Management

        o        Managing education and training

        o        Managing and ensuring sanctions for failure to comply

        o        Monitoring and reviewing all system-related information
                 security plans to ensure compliance

                                       10

<PAGE>

         We have also updated our process for customers to sign onto the Web
site by assigning individual passwords to each authorized user at customer
sites.

         It is difficult to assess the costs related to HIPAA compliance because
these are sweeping changes for which we have no historical experience. Overall,
costs of implementation and risk management may be significant as policy and
process development is based on extensive assessment, staff training, IT
solution purchases and ongoing compliance evaluation. There will be continuing
costs to ensure compliance with the law over time.

Employees

         At December 31, 2003, we had 51 full time employees, including: 8 in
sales; 10 in product management, education and implementation; 17 in operations
and customer service; 8 in software development; 3 in hardware support; and 5 in
administrative and finance positions. None of our employees are represented by a
labor union, nor governed by any collective bargaining agreements. We consider
relations with our employees as satisfactory.

ITEM 2.  PROPERTY

         We currently rent approximately 13,617 square feet of executive office
space located at 405 Reo Street, Suite 300, Tampa, Florida 33609. We rent this
space for $20,706 per month. The lease term is through January 31, 2009. This
space is adequate to maintain and expand our business operations.

         We also have a one year agreement with Qwest CyberCenter for our
collocation of our data servers. Cost is approximately $7,000 per month. The
current services agreement with Qwest extends from July 1, 2004 until June 30,
2005 and is automatically renewable for additional one year terms. The agreement
may only be terminated by either party upon at least 80 days written notice
prior to the end of a term. We believe that if our agreement with Qwest is
terminated that we have several alternative data servers and that our agreement
with Qwest can be replaced.

ITEM 3.  LEGAL PROCEEDINGS

         There are currently no material legal proceedings, nor pending legal
proceedings involving our company.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.


                                       11
<PAGE>



                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
                  SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Market

         Our common shares have been listed for trading on the OTC Bulletin
Board ("OTCBB") under the symbol "HSLU" since June 3, 2002. Effective July 8,
2004, our trading symbol changed to "HSLN." There has been no trading activity
for our common stock since it became eligible for trading on the OTCBB. However,
approximately eight market makers have quoted bid prices and asked prices from
June 3, 2002 to the date of this report. We believe the number of market makers
has remained unchanged since our stock began listing on the OTCBB. The bid price
for the common stock on November 1, 2004 as reported on the OTCBB ranged from
$.11 to $.001 and the asked price on November 1, 2004 as reported by the OTCBB
was $.00. These prices may not be an accurate indicator of the value of our
shares. Bid and asked prices entered by market makers are inter-dealer price
quotations and do not reflect retail markup, markdown or commissions.

         As of September 30, 2004, there were 64 holders of record of our common
stock. Our shares are not DTC eligible.

A special note about penny stock rules

         Our common stock is covered by an SEC rule that imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors, which are
generally institutions with assets in excess of $5,000,000, or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell our securities, and also may affect the ability of
purchasers of our stock to sell their shares in the secondary market. It may
also cause less broker- dealers to be willing to make a market in our common
stock, and it may affect the level of news coverage we receive.

Dividend Policy

         We have never paid cash dividends on our common stock. We presently
intend to retain future earnings, if any, to finance the expansion of our
business and do not anticipate that any cash dividends on our common stock will
be paid in the foreseeable future. The future dividend policy will depend on our
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.

Related Stockholder Matters

         During the year ended December 31, 2003 we issued the following
securities:

         Pursuant to a Securities Purchase Agreement dated April 30, 2003,
Stanford, our majority shareholder, agreed to make an aggregate investment of
$2,000,000 in our company at monthly intervals between May 2003 and December
2003 in consideration of 2,500,000 shares of our series B preferred stock. At
December 31, 2003, Stanford had purchased a total of 2,500,000 shares of the
Series B preferred stock for an aggregate $2,000,000. The securities issued
pursuant to the stock purchase contain a legend restricting their transfer
absent registration or applicable exemption. Stanford had information concerning
the company and had the opportunity to ask questions concerning the company. The
securities were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act.

         As additional consideration under the Securities Purchase Agreement, we
agreed to reprice the exercise price of the 940,171 Warrants issued to Stanford
pursuant to the Securities Purchase Agreement dated October 16, 2002, by and
among our company, some of our shareholders and Stanford. Pursuant to an
Instrument of Warrant Repricing, each share of our common stock represented by
the Warrants shall be exercisable at $0.001 per share. The Warrants were
exercised on May 12, 2003 and the five Warrant holders received 940,171 shares
of our common stock. The shares of common stock issued pursuant to the exercise
of the Warrants were issued pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act. The shares of common stock issued
pursuant to the exercise contain a legend restricting their transferability
absent registration or applicable exemption. The Warrant holders had information
concerning our company and had the opportunity to ask questions concerning our
company.




                                       12
<PAGE>



ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                  OR PLAN OF OPERATIONS

Overview

         Through our wholly owned subsidiary, HQS, we design, develop, market,
sell and support web-based, management information and business intelligence
services that assist home health care companies effectively manage the clinical,
operational and financial aspects of their business. Our systems are implemented
on our customers' standard personal computers with access to the Internet over
Microsoft Internet Explorer. Our architecture and fee structure enable our
customers to rapidly and cost-effectively implement our systems for a modest
transactional fee charged when a customer uses our programs to make patient
clinical assessments. These systems have been designed to assist our customers
to:

         o        Increase revenue;

         o        Reduce cost;

         o        Standardize processes;

         o        Improve the quality of patient outcomes; and

         o        Minimize regulatory compliance risk.

         Our products address the issues of measuring quality of care while
simultaneously reducing cost, improving patient outcomes and minimizing
compliance risk. Effective management of home health agencies requires accurate
collection of many data elements and using this data to determine the
reimbursement for the care and to measure and improve the quality of the care
delivered. Our services offer cost-effective, accurate and automated methods of
improving the quality of the data collected and enable our customers to use the
data to provide daily reports that identify anomalies in clinical observations,
identify profit or loss potential for an episode of care, and assist with
managing regulatory compliance risk and performing benchmark observations about
the data against our national database of over 1 million episodes of care.

         Our services assist home health care agencies on a daily basis to
collect, edit and correct the OASIS Data and through daily and other periodic
reports assist in the management of regulatory compliance risk and measurement
of the patient outcome. The patient assessments containing the OASIS Data are
the "transactions" on which we base our charges for these services.

         We currently derive most of our revenues from per transaction charges
applied to processing patient clinical assessments made by our customers during
a month. As of September 30, 2004, we had 98 customers in 35 states with 337
sites using one or more of our services. During September 2004, our customers
processed over 51,000 patient clinical assessments using our programs.

         In 2002 there were about 7,000 Medicare certified home health agencies
nationally that provided services to 2.2 million patients. The Balanced Budget
Act of 1997 included mandates to the Centers for Medicare and Medicaid Services
(CMS) to establish a Prospective Payment System (PPS) to reduce the cost of the
home health benefit and to measure the effectiveness of the care delivered. The
regulations are being implemented in phases over time and include a requirement
that home health agencies collect assessment data on each patient at
start-of-care and at discharge (OASIS Data).

         Beginning in 1998, our predecessor businesses used the OASIS Data to
provide to some of its HHA customers quarterly clinical performance benchmarking
services. In addition, our predecessor businesses transmitted OASIS Data to
state agencies as required under the Medicare regulations and to the Joint
Commission on Accreditation of Healthcare Organizations as required under that
organization's accreditation procedures. Charges for these services were on a
subscription basis. Home health agencies could pay the subscription fee annually
in advance and obtain a discount from standard pricing. Revenue for customers
paying up front was categorized as deferred and was earned over the course of
the ensuing contract period, typically 12 months.

         In late 2002, in response to expanded PPS regulations, we introduced a
series of new online processing and business intelligence services using
transaction-based pricing. These products assist home health agencies on a daily
basis to collect, edit and correct the OASIS Data and through daily and other
periodic reports assist in the management of patient outcome analysis and
regulatory compliance risk. We refer to individual patient assessments
containing the OASIS Data as the "transactions" on which we base our charges for
our business intelligence services.

                                       13

<PAGE>


         From February through June 2003, we rolled-out our new
transaction-based pricing services to 45 sites of Amedisys, Inc., a
publicly-traded home health care agency, doubling our transaction-based volume
from 10,000 to 20,000 per month. Simultaneously, we marketed these new services
to our existing subscription customers. Those incumbent customers that accepted
the new services changed from a subscription basis to the new transaction basis.
Where the customer would not agree to move up to the new services, the majority
of these customers were dropped Though the majority of these customers were
small single site agencies, one customer that used only our PPS Trans
(subscription) services that was dropped submitted over 100,000 assessments per
year for processing. As this customer generated substantial negative gross
margin, eliminating it from the statistics not only increased the average charge
per transaction but improved the gross margin. . Currently, approximately 20% of
our customers remain on a subscription basis and due to their small size, we do
not anticipate converting them to a transaction basis.


         The acceptance of the transaction services by new customers, the
conversion of subscription customers and the elimination of low or negative
margin customers resulted in an increase in transaction-based revenue relative
to subscription-based revenue, as well as increasing the revenue per
transaction. Fees are negotiated on a customer by customer basis. Price
increases for existing services are unlikely in the foreseeable future.

         We believe that we achieve best results with larger, multi-site
customers who tend to have more sophisticated managements. These home health
care agencies are expanding organically and through acquisition. We believe that
our results of operations are best enhanced by adding an additional site of a
current customer than it is to bring on a single site new customer.

Evaluation of Company Performance and Financial Condition

         Since our operations and administrative staffing levels and fixed
expenses are relatively stable, the principle factor our management analyzes in
evaluating our performance is changes in our principal sources of revenue.
Management therefore focuses primarily on the volume of transaction sites added
and the number of transactions processed in each fiscal period to evaluate our
performance. To a lesser extent, management evaluates the efficiency of our
operation and our staffing levels by reviewing changes in our revenue per
employee and expenses per employee (which is determined by dividing revenue or
expense during a period by the weighted overage headcount). To evaluate the
effectiveness of our finance department and the strength of our financial
position, management reviews our days of sales outstanding for each period.

Operational Risks and Challenges

         Management believes that as we grow and expand our hosted on line
services, we may be increasingly encroaching on the market of larger, more
established vendor's software offerings. It is likely that one or more of these
more financially capable companies will develop a competing service.

         We also bear the cost and risks associated with meeting regulatory
compliance. For example, meeting the demands of HIPAA relating to protection of
Private Health Information will require modifications to existing and
development of new software to meet the HIPAA regulations. We must also assist
our customers that must comply with Sarbanes-Oxley in demonstrating proper
internal control processes. In addition to being complex issues requiring
measured responses, both expose us to legal challenges.

Research and Development

         In 2004, we initiated development projects to produce new and enhanced
products for delivery in late 2004. We will deliver these services on a
transaction pricing basis. These products will not add material revenue, if any,
during 2004. Development of the underlying software will be produced with
existing staff. Research and development expenses associated with these products
is not material and may only increase slightly to cover costs related to short
term software development contractors that may be used in the development cycle.

                                       14

<PAGE>

Significant Accounting Policies

Revenue Recognition


         We recognize revenue when persuasive evidence of a final agreement
exists, delivery has occurred, the selling price is fixed or determinable and
collectibility is reasonably assured. Currently, we primarily employ a web-based
application service provider model to deliver our services to our home
healthcare customers. In instances where the customer specifies final acceptance
of the system or service, we defer revenue until all acceptance criteria have
been met. We price these services primarily on a transaction fee basis
(calculated based upon the number of patient clinical assessments made by a
customer during a period) and, to a lesser extent, on a subscription fee basis.
Clinical assessments, which are mandated by Medicare, require Home Health Care
Agencies to collect assessment data on all patients requiring home health care
at the start-of-care and at discharge. Our products PPS collect, editor,
executive, dashboard trans, outcomes and oasis auditor all assist in the
collection of assessment data and are all charged on a transaction or
subscription basis. We earn the revenues from subscriptions ratably over the
period of the respective agreement, generally one year. We record cash payments
received in advance or at beginning of a contract as deferred revenue. We
recognize transaction fee based revenues in the period the transaction is
processed. Implementation, consultation, training and customer support services
are charged to customers on a fee basis usually based upon time spent. We
recognize implementation fees in the month that the customer goes live and we
recognize training and advisory services revenue in the month that the service
is performed.


         We acquired the customer assets at the date of inception of our
operating subsidiary in October 2002. These assets were comprised of
subscription and transaction based customers. For the period ending December 31,
2002, the subscription based customers represented 85% of the customer base and
the transaction based customers represented 15%. The majority of these
subscription based customers were small, single-site customers with subscription
revenues ranging from $1,500 to $2,400 annually. Over the past two years, we
endeavored to convert our subscription based customers to transaction based
customers and to migrate these customers to the new products of PPS
Advantage(TM).

         We currently recognize cancellations, allowances or discounts as they
occur. This practice is based on factors that include, but are not limited to,
historical cancellations and analysis of credit memo activities. Cancellations,
allowances and discounts are not material.

Allowance for Doubtful Accounts

         The allowance for doubtful accounts is based on our assessment of the
collectibility of customer accounts and the aging of the accounts receivable. If
there is a deterioration of a major customer's credit worthiness or actual
defaults are higher than our historical experience, our estimates of the
recoverability of amounts due us could be adversely affected. We regularly
review the adequacy of our allowance for doubtful accounts through
identification of specific receivables where it is expected that payment will
not be received. We also establish an unallocated reserve that is applied to all
amounts that are not specifically identified. In determining specific
receivables where collections may not be received, we review past due
receivables and give consideration to prior collection history and changes in
the customer's overall business condition. The allowance for doubtful accounts
reflects our best estimate as of the reporting dates. Changes may occur in the
future, which may require us to reassess the collectibility of amounts and at
which time we may need to provide additional allowances in excess of that
currently provided.

Software Development Costs


         We capitalize software development when application development begins,
it is probable that the project will be completed, and the software will be used
as intended. Costs associated with preliminary pfojec stage activities,
training, maintenance and all other post implementation state activities are
expenses as incurred. Our policy provides for the capitalization of certain
payroll and payroll related costs of employees who are directly associated with
developing or obtaining internal use software. Capitalized personnel costs are
limited to the time directly spent on such projects. Capitalized costs are
ratable amortized using the straight line method, over the estimated useful
lives of the related applications of three years. We make on-going evaluations
of the recoverability of its capitalized software by comparing the amount
capitalized for each product to the estimated net realizable value. We write of
the amount that the unamortized software development costs exceeds net
realizable value.


Recent Accounting Pronouncements

         Management does not believe that any recently issued, but not yet
effective accounting pronouncements if currently adopted would have a material
effect on the accompanying consolidated financial statements.

                                       15
<PAGE>

Results of Operations

The following table sets forth certain financial data expressed as a percentage
of net sales for each of the periods indicated.


                                     For the Period
                                   September 17, 2002
                                   (inception) through       For the Year Ended
                                       December 31,             December 31,
                                          2002                     2003
                                          ----                     ----


Net sales.....................             100%                    100%
Cost of sales.................             100                      68

Gross profit..................               0                      32

Operating expenses:

     Selling and marketing                  68                      56
     Research and development               49                      43
     General and Administrative            328                      57
     Depreciation and amortization           5                       5
     Impairment of Goodwill...           2,172                      --
     Interest                                1                       -

Total operating expenses......           2,623                     161

Other non-operating expenses..              --                      --
Deemed Preferred Stock Dividend             --                       4
Net income (loss).............          (2,623)                   (133)

         The following table sets forth certain statistical data for each of the
periods indicated.

                                Statistical Data

                                     For the Period
                                   September 17, 2002
                                   (inception) through       For the Year Ended
                                       December 31,             December 31,
                                          2002                     2003
                                          ----                     ----
Total customers (weighted average)         157                     116
Total customers (end of period)            154                     104
Total sites (weighted average)             329                     387
Total sites (end of period)...             341                     403
Total assessments.............         169,486                 578,389
Transaction customers (weighted average)    22                      72
Transaction customers (end of period)       24                      73
Transaction sites (weighted average)        97                     246
Transaction sites (end of period)          100                     280
Transaction assessments                 40,308                 424,561
Transaction revenues                  $128,032              $1,557,460
Average charge per transaction           $3.18                   $3.67
Subscription customers
 (weighted average)                        135                      44
Subscription customers
 (end of period)                           130                      31
Subscription sites
 (weighted average)                        232                     140
Subscription sites (end of month)          241                     123
Subscription assessments               129,178                 153,828
Subscription revenue                  $189,157                $290,756
Training revenue                        $2,430                $129,647
Implementation and set-up revenue         $682                 $59,808
Other revenue                               --                 $32,087
Weighted average headcount                  34                      47
Days sales outstanding                      19                      75


                                       16
<PAGE>

         As stated above, CMS introduced regulations that require home health
agencies to collect assessment data on each patient at start-of-care and at
discharge (PPS system), which require home care providers to collect assessment
data on each patient at start-of-care and at discharge and these assessments
determine the reimbursement for each patient for a 60 day episode of care. Our
total assessments are the number of patient Oasis assessments received from
customers including both transaction and subscription customers. Transaction
revenue is derived by multiplying the transaction assessments received in the
quarter multiplied by the customer's per assessment charge. Subscription revenue
is calculated based on a yearly subscription fee, regardless of the number of
assessments received, and earned ratably over twelve months. The average charge
per transaction is calculated by dividing the transaction revenue by the number
of transactions assessments.

Year Ended December 31, 2003 Compared to the Period from September 17, 2002
(Inception) Through December 31, 2002

         Revenues for the year ended December 31, 2003 were $2,069,758. Revenues
from the inception of our operating subsidiary on September 17, 2002 through
December 31, 2002 were $320,302, a $1,749,456 or 546% increase. This increase
resulted primarily from price increases, an increase in assessment transaction
volume from existing customers and the addition of new transaction customers.


         The largest contributor to our revenue growth during the period arose
from the increase in our transaction based revenue. Our average charge per
transaction increased 15% to $3.67 during the twelve months ended December 31,
2003, from $3.18 during the period from September 17, 2002 (Inception) to
December 31, 2002, and the number of transactions processed increased 953% to
424,561 during the twelve months ended December 31, 2003 from 40,308 during the
period from September 17, 2002 (Inception) to December 31, 2002. Revenues for
these transactions increased 1116% from the same period last year to $1,557,460
from $128.032. This $1,429,428 increase in our transaction revenue is comprised
of a 85% increase attributed to increased volume and 15% of the increase is
attributed to price increases. The price increase is primarily due to an
increase in our transaction prices as of February 2003. As customers renewed
services prices were increased. We also added 18 new customers during the twelve
months ended December 31, 2003 using the new pricing schedule. The average
transaction price for these 18 customers was $6.11. The largest of these
customers was Amedisys with 45 sites that increased our transaction volume by
20%. The net effect of adding these new customers and the loss of small
customers that discontinued services due to the price increases had a material
increase in the average price per transaction. The number of transaction based
customers increased 204% to 73 customers at December 31, 2003 compared to 24
customers at December 31, 2002. During the year ending December 31, 2003, the
number of transaction based sites increased 180% to 280 from 100 at December 31,
2002 and the number of subscription based sites decreased 49% to 123 from 241 at
December 31, 2002.

         Cost of sales for the year ended December 31, 2003 and the period from
inception of HQS through December 31, 2002 respectively were $1410,271 and
$321,582 or 68% and 100% of revenues. We include as part of our cost of sales
the employee costs incurred from our customer service department, our data
verification department. Our implementation department and our nurse educators.
Other costs included are travel for our customer service people, professional
fees, accreditation fees, teleconferencing, assessment forms shipping,
depreciation expense for our internally developed software and hosted data
center expense. The $1,088,688 or 338% increase in the cost of sales is
principally attributed to an increased staffing in our customer service and
training and education departments to support the increased customer volume
resulting in an increase of $653,700 in salaries and related expenses, increase
in depreciation expense for our internally developed software of $335,271, an
increase in professional fees of $37,256 resulting from the increase in JCAHO
accreditation fees and assessment form printing, an increase in travel of
$17,245 due to additional on site training of customers, an increase in our
expense for our hosted data center of $29,654 and the effect of the short
accounting period from September 17, 2002 to December 31, 2002 compared to
twelve months ended December 31, 2003.

         Operating expenses for the year ended December 31, 2003 and the period
from inception of HQS through December 31, 2002 respectively totaled $3,324,436
and $8,401,858. Pursuant to applicable rules of the SEC, we are not permitted to
provide a discussion of the comparative operating expenses of our company and
our predecessors. Accordingly, the following discussion compares our operating
expenses during the period from September 17, 2002 to December 31, 2003 and the
year ended December 31, 2003. Operating expenses were comprised of:

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<PAGE>

         Selling and marketing expense for the year ended December 31, 2003 and
the period from inception of HQS through December 31, 2002 were $1,162,446 and
$217,140, resulting in an increase in selling and marketing expense of $945,306
or 435%. We included in our selling and marketing expense the employee costs
incurred from our marketing, sales, sales administration and sales support
employees. Other costs included are the travel for our sales people, trade
shows, advertising, telephone, teleconferencing, and office expense. The
principal reason for the increase was salaries and benefits increased $686,201
due to the increase in the number of sales people to increase market penetration
and sales, commissions increased $82,730 due to increased sales, Travel
increased $86,445 due to increased travel due to multiple people attending the
sales calls, including sales and clinical staff, and the effect of the short
accounting period from September 17, 2002 to December 31, 2002 compared to
twelve months ended December 31, 2003.

         Research and development expense was $883,519 for the year ended
December 31, 2003 and the period from inception of HQS through December 31, 2002
was $157,516, resulting in an increase in research and development expense of
$726,003 or 461%. Included in our research and development cost is the employee
costs for our software developers and our data center and internal systems
staff, professional fees for outside consultants and contractors, and supplies.
The principal reason for the increase was an increase in salaries and benefits
of $703,783 due to the increase in our development staff and the effect of the
short accounting period from September 17, 2002 to December 31, 2002 compared to
twelve months ended December 31, 2003.

         General and administration expense was $1,180,748 for the year ended
December 31, 2003 and $1,051,745 for the period from inception of HQS through
December 31, 2002, an increase of $129,004 or 12%. Included in our general and
Administration expense is salaries and related expenses for our executive
officers and administrative employees. Also included in general and
administration are corporate costs such as, but not limited to, legal and
accounting , utilities, rent, office supplies and office equipment The principal
reason for this increase is a $341.978 increase in salaries and benefits, an
increase of $75,274 in communication expense due to increased telephone expense,
and an increase of $192,168 in occupancy expense. These increases are partially
offset by a decrease in professional fees of $538,842 resulting from the legal
and accounting fees paid for the merger in 2002 and the effect of the short
accounting period from September 17, 2002 to December 31, 2002 compared to
twelve months ended December 31, 2003.


         We performed impairment tests on all goodwill and purchased intangible
assets from the acquired assets and liabilities of Provider Solutions Corp. on
September 17, 2002. The goodwill was written off after the company performed
these impairment tests and determined that the fair value of the goodwill
exceeded its carrying value. Fair value was determined by estimates of future
cash flows. At September 17, 2002, the state of the business, the projected
shortage of short term and future cash, the anticipation of continued losses and
the reduced level of sales indicated that without ongoing investment, a source
for which had not been identified, the business was not a going concern and that
there was no utility to the value of the goodwill. We determined the company's
projections for cash flow from the acquired assets was insufficient to support
the goodwill as an asset and that an immediate goodwill impairment write-off was
in order. Pursuant to the impairment tests, all goodwill and purchased
intangibles of $6,954, 927 was written off as of September 17, 2002.

         During the year ended December 31, 2002 we recorded a deemed dividend
of $92,137 on our Series A preferred stock, in connection with the repricing of
warrants issued as consideration for the purchase of Series B preferred stock.

         The weighted average head count for the twelve month period ending
December 31, 2003 was 47 and for the period from inception of HQS through
December 31, 2002 it was 34, resulting in an increase in the average headcount.
of 13 or 38%. As stated above the increase in staffing is principally attributed
to an increased staffing in our customer service and training and education
departments to support the increased customer volume and an increase in sales
people to increase market penetration and sales. Revenue per employee for the
twelve months ended December 31, 2003 was $44,037 compared to $9,421 for the
period from inception of HQS through December 31, 2002 resulting in an increase
of $34,617 per employee or 367%. The increase was due to the increase in
transaction assessment volume of 384,253 or 953% for the twelve months ended
December 31, 2003 compared to the period from inception of HQS through December
31, 2002. These additional 384,253 assessments were handled with a 38% increase
in the weighted average head count. The average price per transaction assessment
increased to $3.67 for the twelve months ending December 31, 2003 compared to
$3.18 for the period from inception of HQS through December 31, 2002. This
increase in price per transaction assessment, the increased transaction volume
and our fixed administrative staffing levels, and our 38% increase in the
weighted average head count for operational and sales staff has increased our
profit margin per assessment. Management believes that the increase in revenue

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<PAGE>

per employee from prior periods indicates that operations continue positive
growth. We anticipate revenue per assessment will continue to increase as our
revenue from current products increase since we have the capacity to process
additional assessments with only a minimal increase in customer service staffing
over the next twelve months. Our goal for revenue per employee is $100,000 of
revenue annually per employee.

         Expense per weighted average employee for the twelve month period
ending December 31, 2003 was $100,738 compared to $256,872 for the period from
inception of HQS through December 31, 2002.resulting in a decrease of $155,833
or 61% per employee and contributing to the $3,988,733 decrease in expenses for
the twelve month period ending December 31, 2003 compared to the period from
inception of HQS through December 31, 2002. The primary reason for the decrease
in expense per weighted average employee is the decrease in amortization expense
of $6,954,927 offset by increase in total expenses of $2,966,194 in operating
expenses and cost of goods sold, due primarily to increased staffing and the
effect of the short accounting period from September 17, 2002 to December 31,
2002, At December 31, 2003 our expense per employee was $56,701 greater than our
revenue per employee compared to $247,151 at December 31, 2003 resulting in an
$190,450 decrease in the net loss per employee or 77%. The decrease was due to
the increased transaction assessment volume and price as mentioned above, the
decrease in amortization expense and our 38% increase in the weighted average
head count for operational and sales staff. Management believes that the
decrease in our net loss per employee from prior periods indicates that
operations continue positive growth. We believe net revenue per employee will
continue to increase as our revenue from current products increase since our
operations and administrative staffing levels are relatively stable and are
expected to remain at the current level over the next twelve months.



Twelve Months Ended December 31, 2003 Compared to the Twelve Months Ended
December 31, 2002 (including financial information of our predecessors)

         Net sales increased $966,168 or 87.55% for the twelve months ended
December 31, 2002 to $2,069,758 compared to $1,103,590 during the same period in
2002. This increase resulted primarily from 2003 revenue of $590,000 derived
from our new customer, Amedisys.


         Cost of sales for the twelve months ended December 31, 2003 was $1,
410,271 or 68% of revenues as compared to $859,608 or 77.89% of revenues for the
twelve months ended December 31, 2002. We include as part of our cost of sales
the employee costs incurred from our customer service department, our data
verification department, implementation department and our nurse educators.
Other costs included are travel or our customer service people, professional
fees, accreditation fees, teleconferencing, assessment forms, depreciation
expense for our internally developed software, hosted data center expense and
shipping. The $550,663 or 64% increase in the cost of sales was attributed to an
increased staffing in our customer service, implementation and training and
education departments to support the increased customer volume.


Liquidity and Capital Resources

         We have incurred an accumulated deficit at December 31, 2003 of
$11,160,223 compared to $8,403,138 at December 31, 2002. We have negative
working capital at December 31, 2003 of $63,112 compared to $526,937 at December
31, 2002. We have incurred net operating losses for the year ending December 31,
2003 and the period from June 28, 2002 (date of inception of HQS) through
December 31, 2002 in the amount of $2,664,949 and $8,403,138, respectively.
Although our operating revenue has increased by 546%, it has not yet established
an ongoing source of revenues sufficient to cover our operating costs which
raise substantial doubt about our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon us obtaining adequate
capital to fund losses until we become profitable.

         In the past, our principal sources of liquidity were equity placements
and more recently a loan provided by Stanford, our principal shareholder. As our
operations have improved, our external cash requirements have decreased and our
rate of collection of receivables have increased. Our principal sources of
liquidity for the foreseeable future are expected to be the proceeds of our line
of credit from Stanford, under which, as of November 15, 2004, $550,000 remains
available to us. Currently, our monthly negative cash flow from operations is

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<PAGE>

approximately $20,000. We believe the funds available under our line of credit
will be sufficient to maintain our operations over the next 12 months.


         Operating activities used $2,638,556 for the twelve months ended
December 31, 2003, whereas such activities used $1,259,176 for the period from
inception of HQS through December 31, 2002. Cash used by operating activities
for twelve months ended December 31, 2003, is primarily attributable to a net
loss of $2,664,949, an increase of $334,834 in accounts receivable, an increase
in royalties and referral fees receivable of $11,300, an increase in prepaid
expenses of $29,464, and increase in security deposits of $7,330 a decrease in
accounts payable of $157,228 and a decrease in deferred revenue of $224,849.
These were partially offset by non cash items such as depreciation and
amortization of $576,433, a decrease in notes receivable of $54,400 and an
increase in accrued expenses of $159,416.

         Investing activities used $430,186 for the twelve months ended December
31, 2003, whereas such activities used $432,008 for the period from inception of
HQS through December 31, 2002. Cash used in investing activities in 2003 is
primarily attributable to purchases of property and equipment of $288,112 and
capitalized software development cost of $142,074.

         Financing activities provided $2,991,209 for the twelve months ended
December 31, 2003, whereas such activities provided $1,940,445 for the period
from inception of HQS through December 31, 2002. Cash provided by financing
activities in 2003 is primarily attributed to $1,000,000 in proceeds from the
issuance of Series A Preferred Stock and $2,000,000 in proceeds from the
issuance of Series B Preferred Stock.

         Cash at December 31, 2002 and December 31, 2003, respectively, was
$249,261 and $171,728. At December 31, 2002 and December 31, 2003, respectively,
we had total stockholders' equity of $899,505 and $1,236,437. During the year
ended December 31, 2003, we received proceeds from two securities purchase
agreements with Stanford for our Series A preferred stock and Series B preferred
stock in the approximate amount of $3,000,000.

         At September 30, 2004, Stanford had advanced $900,000 to HQS. The terms
of the advance are provided under a loan and security agreement dated July 6,
2004. The $900,000 represents less than the maximum available under the loan and
security agreement at September 30, 2004, which was $850,000 plus $400,000
towards a liability owed the Internal Revenue Service. The infusion of cash and
reduction of the tax liability resulted in a positive working capital of
approximately $214,788 at September 30, 2004.

         On July 6, 2004, HQS entered into a $1,600,000 loan and security
agreement with Stanford. Under this agreement, interest accrues at the rate of
8% per annum and principal matures and becomes payable three years from the date
of the loan. The loan is secured by a security interest in all of the assets of
our company and HQS and a corporate guaranty that has been executed in favor of
Stanford. All funds are currently available to us. A final draw of $150,000 on
November 15, 2004 was subject to our achieving a consolidated EBITDA (before
professional costs associated with our registration statement on Form SB-2 and
before costs associated with the Investors Relations Agreement with American
Capital Ventures, Inc.) of $50,000 or better during the three months ended
September 30, 2004. Stanford has waived the requirement.

         Additionally, as consideration for entering into the loan and security
agreement, Stanford received warrants to purchase an aggregate of 720,000 shares
of our common stock. The exercise price of the warrants is $0.001 per share and
the warrants expire on June 30, 2009. Stanford has assigned 360,000 warrants to
four of its employees pursuant to a warrant assignment agreement. We are
obligated to register the shares of common stock underlying the warrants
pursuant to a registration rights agreement.

Accounts receivable at December 31, 2003 were $448,038 as compared to $113,204
at December 31, 2002, an increase of approximately 296%. The 2003 balance is
primarily due from six customers whose collective balances total $299,785. Days
of sales outstanding was 75 days for the year ended December 31, 2003.
Subsequent to the period covered by this report, management has improved the
management of accounts receivable and this has resulted in an increase in the
amount of revenue collected and in a more timely manner. Fourteen accounts that
were over 90 days at December 31, 2003, totaling $75,327, have been collected.
Our business strategy of attracting larger customers has resulted in customers
have larger financial resources and submit payment timely. Our standard contract

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<PAGE>


states that payment is due within 30 days of the date of the invoice. For the
year ended December 31, 2003, 28.5% of our revenues were generated from Amedisys
and 28.3% of our accounts receivable were due from Amedisys. As disclosed under
"Risk Factors," the loss of Amedisys would materially decrease our revenues. Our
services are an integral part of the Amedisys daily operation having a direct
impact on Amedisys clinical, financial and field operations. Every new Medicare
patient (Medicare is 88% of Amedisys revenue) is processed by our services. No
initial claims can be submitted without HQS processing.

Considering the mission critical nature of our relationship with Amedisys, the
Company believes that should Amedisys wish to terminate its services with the
Company an orderly transition would be essential. Based on our analysis a
reasonable transition period would be 120 to 180 days if Amedisys had
replacement software in place. Amedisys estimates it would take a minimum of 18
months to duplicate the software that drives the HQS service as it existed as of
June 2003.

Should Amedisys identify an HQS competitor that could provide the service and
the transition from HQS to the new service was to take 150 days; the Company
would have over 4 months to reconfigure its business to take into account the
revenue reduction. The available cash flow from current operations and
line-of-credit available under the loan and security agreement with Stanford
would be sufficient to carry the Company through December 31, 2004.


         Other assets at December 31, 2002 were $1,561,787 as compared to
$1,409,234 at December 31, 2003. These amounts were primarily due to property
and equipment of $1,459,975 and $1,313,728, respectively, which consist
principally of $1,386,108 and $964,988, respectively, of internally developed
software. The decrease in internally developed software is due to an increase in
accumulated depreciation which is partially offset by capitalized software
development costs for the year ended December 31, 2003 pursuant to FASB-86.

         Accounts payable and accrued expenses at December 31, 2003 and December
31, 2002 were $619,917 and $617,729, respectively. The payables are mainly
attributed to a tax lien of $400,000, assumed from a predecessor company. On
June 30, 2004 the tax liability of $400,000 was paid.

         250,000 shares of our common stock issued to Deluxe Investment Company
were subject to an escrow agreement which provided, among other things, that if
we did not receive third party financing from sources other than Stanford on or
before October 22, 2004 that the 250,000 shares of our common stock held by
Deluxe would be immediately returned to our company and cancelled. As required
under the escrow agreement, we have sent the escrow agent a demand for the
shares. When we receive the shares from the escrow agent we will cancel the
shares.

         We anticipate that cash requirements will remain at the current level
for the next 12 months as we plan on continuing to utilize current resources to
continue improving our infrastructure, develop our business, establish our sales
and marketing network, operations, customer support and administrative
organizations. We currently anticipate proceeds from the loan and security
agreement will be sufficient to meet presently anticipated working capital and
capital expenditure requirements through December 31, 2005. As of December 31,
2003, there were no commitments for long-term capital expenditures.

Risk Factors

         You should carefully consider the risks described below before making
an investment decision. This disclosure highlights all material risks regarding
our business and this offering.

         Our financial statements have been prepared assuming that our company
will continue as a going concern and if our financial condition does not
improve, you may lose your entire investment in our company.

         Our auditor's report on our financial statements for the year ended
December 31, 2003 states that "the Company has an accumulated deficit of
approximately $11,100,000 at December 31, 2003 and a net loss for the year ended
December 31, 2003 of approximately $2,700,000 and had negative working capital
at December 31, 2003 of approximately $100,000" and that "these factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern". In the event we are unable to generate sufficient revenues to
maintain operations and our line of credit does not satisfy cash requirements,

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<PAGE>

we are not certain that we will be successful at raising funds through any
sources. If we are unable to raise additional funds we would be forced to
curtail our expected operations and you may lose your investment in our company.

         We have a history of losses and if these losses continue you may lose
your entire investment in our company.

         We have a history of operating losses in our business and have incurred
significant net losses since our inception. For the fiscal year ending December
31, 2003, we incurred net losses totaling $2,757,086. At December 31, 2003, we
had an accumulated deficit of $11,160,223. Our ability to generate and sustain
significant additional revenues or achieve profitability will depend upon the
factors discussed elsewhere in this "Risk Factors" section.

         Our continued operating losses have contributed to the deterioration of
our cash position. We expect that cash on hand together with funds available to
us under our line of credit will permit us to fund our operations for the next
twelve months. Unexpected increases in negative cash flow from operations or the
unavailability of funds under our line of credit would cause us to require
additional external financing before that time. Under those circumstances, if we
are unable to secure additional external financing on a timely basis, we will
not have sufficient cash to fund our working capital and capital expenditure
requirements and we will be forced to cease operations. In such event, the
shares of our common stock may cease to have any value.

         We currently depend on repeat business for a substantial portion of our
revenues, and need to increase our customer base to grow in the future or our
revenues may decrease.

         Currently, a significant and increasing portion of our revenues is
generated from existing customers. Many of our customers initially implement our
products for a limited number of sites or for limited functions. These customers
may not choose to purchase additional licenses to expand their use of our
products. If this occurs, or if existing customers fail to renew services or
maintenance contracts, then new customer revenue may not be sufficient to offset
the resulting shortfall and enable us to sustain our current revenue levels.

         The home healthcare market is highly fragmented and is dominated by
small agencies that are not accustomed to using web-based management tools. If
we fail to increase our customer base, our business and operations results would
be harmed.

         The loss of certain significant customers would materially decrease our
revenues.

         We had one customer, Amedisys, Inc., who accounted for approximately
33% of our revenue for the nine months ended September 30, 2004 and 28.5% of our
revenues for the year ended December 31, 2003. The loss of this customer would
materially decrease our revenues. Please see "Customers" for a discussion of our
agreement with Amedisys.


         We have a long sales cycle and may not be able to increase revenues as
quickly as we must increase staffing to support additional activity. If we
increase our staffing in anticipation of additional revenues that are delayed,
we may incur losses which could result in you losing your investment in our
company.


         Because most home health care agencies have not utilized management
information systems to enhance their financial and clinical performance, selling
our solutions requires us to educate potential customers on our solutions' uses
and benefits. As a result, our services have a long sales cycle, which can take
up to eight months. Consequently, we face difficulty predicting the quarter in
which revenues from expected customers may be realized. The sale of our services
is also subject to delays from the lengthy budgeting, approval and competitive
evaluation processes of our customers that typically accompany significant
information technology commitments. If we increase our staffing in anticipation
of additional revenues that are delayed, we may suffer losses.

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<PAGE>

         Selling our services involves a sophisticated sales effort which
narrows the talent pool to replace our sales staff and if we are unable to
retain or replace qualified sales staff, our revenues may decrease.

         Our solutions require a sophisticated sales effort targeted at senior
management of our prospective customers. New hires in our sales department
require extensive training and a long period of employment to achieve full
productivity. There is no assurance that new sales representatives will
ultimately become productive. If we were to lose qualified and productive sales
personnel, our revenues could be adversely impacted.

         If we fail to properly manage our growth, we may lose customers and our
revenues would decrease.

         We expanded our computer operations infrastructure in anticipation of
our current and potential customer growth potential. Additionally, we must
continue to develop and expand our services and operations infrastructure as the
number of individual users accessing our services within each healthcare
provider increases. The pace of our anticipated expansion, together with the
level of expertise and technological sophistication required to manage
infrastructure, and provide implementation and support services, demands an
unusual amount of focus on the transaction processing needs of our current and
future customers for quality, on-line response time and reliability, as well as
timely delivery of information and support. This development and expansion has
placed, and we expect it to continue to place, strain on our managerial,
operational and financial resources.

         If we cannot manage our growth effectively, our business and operating
results will suffer. Additionally, any failure on our part to develop and
maintain our service levels if we experience rapid growth could significantly
adversely affect our reputation and brand name which could reduce demand for our
services and adversely affect our business, financial condition and operating
results.

         Healthcare providers are highly regulated. If we fail to properly
implement regulatory requirements in an effective and timely manner, we will
lose customers, our reputation will be damaged and our revenues will decrease.

         Monitoring and ensuring our services are compliant with changes in
Medicare Conditions of Participation (CoPs), provisions of the Health Insurance
Portability and Accountability Act (HIPAA) and other regulatory requirements
increase the levels of staff expertise we must maintain and require
modifications to our internal operations and software underlying our services.
Modifications can typically be completed within a timely basis. However, if we
do not maintain an appropriate level of regulatory compliance or we incorrectly
implement a required regulatory change we may experience negative publicity, the
loss of customers, the slowing down of sales cycles which would decrease our
revenues. Please see "Business - Product Development" for a discussion on
product modification due to regulatory requirements.

         If competitors with greater resources develop a comprehensive
electronic patient revenue system, our products may become obsolete which would
greatly reduce the value of our company and could ultimately cause you to lose
all or a portion of your investment in our company.

         We compete with many companies that have greater resources than us in
an industry that is subject to significant technological changes and new
products. If one of our competitors develops a comprehensive electronic patient
revenue system, such system could supplant the functionality of our products. If
the functionality of our products is supplanted and we are unable to develop new
competitive products, we could lose our customers and our sources of revenues.
In such instances, you could lose all or a portion of your investment in our
company.

         If we can not develop required expertise to expand into new post-acute
care markets we will be unable to grow and the addressable market for our
products will be limited which would reduce our revenues.


         One element of our strategy involves applying our technology in new
applications for additional post-acute care markets. To be successful in
expanding our sales in new post-acute care markets, we will need to develop
additional expertise in these markets. We may be required to hire new employees
with expertise in new target markets in order to compete effectively in those
markets. If we are not successful in hiring or developing the required industry
domain expertise, sales in other post-acute care markets will not develop and we
may not achieve desired sales growth.


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<PAGE>

         If we are unable to respond in an effective and timely manner to
technological change and new products and services in the industry, we will lose
customers and our revenues would decrease.

         We currently expect to release a number of new products and
enhancements to existing products in late 2004 and early 2005 and we anticipate
that a material portion of our service revenue growth in 2005 will come from
these new releases. If we experience material delays in introducing new products
and enhancements, our prospects for growth will be impaired and our reputation
with our customers may be damaged. The market for management information tools
is characterized by rapid technological change, frequent new product
introductions and enhancements, uncertain product life cycles, changes in
government regulation, changes in customer demands and evolving industry
standards. The introduction of products embodying new technologies, changes in
applicable government regulation and the emergence of new industry standards can
render existing products obsolete and unmarketable. Our future success will
depend upon our ability to continue to enhance our current products while
developing and introducing new products on a timely basis that keep pace with
technological developments and government regulations and satisfy increasingly
sophisticated customer requirements.

         As a result of the complexities inherent in our software, new products
and product enhancements can require long development and testing periods.
Significant delays in the general availability of these new releases or
significant problems in the installation or implementation of these new releases
could harm our operating results and financial condition. We have experienced
delays in the past in the release of new products and product enhancements. We
may fail to develop and market on a timely and cost effective basis new products
or new product enhancements that respond to technological change, changes in
applicable government regulation, evolving industry standards or customer
requirements. We may also experience difficulties that could delay or prevent
the successful development, introduction or marketing of our products or reduce
the likelihood that our new products and product enhancements will achieve
market acceptance. Any such failures or difficulties would harm our business and
operating results.

         Competition in the healthcare information systems industry is intense
and the technology is changing rapidly and if we are unable to compete we will
lose significant customers or be unable to attract customers and our revenues
could decrease.

         Many companies are engaged in research and development activities
relating to our range of products. The market for healthcare information systems
is intensely competitive, rapidly changing and undergoing consolidation. We may
be unable to compete successfully against our current and future competitors,
which may result in price reductions, reduced margins and the inability to
achieve market acceptance for our products. Our competitors in the field
include: McKesson Corporation, Cerner Corporation, Mysis PLL, Patient Care
Technology (PCTC), Siemens A G, Eclipsys Technologies Corporation and Keane,
Inc., among others. Many of these competitors have substantially greater
financial, marketing, sales, distribution and technical resources than us and
have more experience in research and development, sales, service, and marketing.
We anticipate increased competition in the future as new companies enter the
market in response to recent HIPAA regulations. If we are unable to compete we
will lose significant customers or be unable to attract customers and our
revenues could decrease.

         If our customers lose confidence in the security of data on the
Internet, they will be less inclined to purchase our products and our revenues
could decrease.

         Maintaining the security of computers and computer networks is an issue
of critical importance for our customers. Our customers are especially sensitive
to the security of their data because HIPAA requires our customers to maintain
the confidentiality of various patient data. Attempts by experienced computer
programmers, or hackers, to penetrate customer networks security or the security
of web sites to misappropriate confidential information are currently an
industry-wide phenomenon that affects computers and networks across all
platforms. Our customers may be exposed to claims by federal healthcare
regulators if they use our Internet based services and we do not protect
sensitive patient data from penetration by hackers. As we develop new products
and improve existing products, our development and improvement efforts include
the creation of features designed to optimize security in our products. Despite
these efforts, actual or perceived security vulnerabilities in our products (or
the internet in general) could lead some customers to seek to reduce or delay
future purchases or to purchase competitive products which are not internet
based applications. Customers may also increase their expenditures on protecting
their computer networks from attack, which could delay adoption of new
technologies. Any of these actions by customers would decrease our revenues.

         We have limited protection over our intellectual property rights and we
may not be able to protect against misappropriation of our intellectual
property, which could result in loss of revenues.

                                       24

<PAGE>

         Our success depends on our ability to sell products and services for
which we may not have intellectual property rights. We rely upon a combination
of service agreements, confidentiality procedures, employee and customer
nondisclosure agreements and technical measures to maintain the confidentiality
and trade secrecy of our proprietary information. We also rely on trademark and
copyright laws to protect our intellectual property. We have not initiated a
patent program. As a result, we may not be able to protect against
misappropriation of our intellectual property.

         We depend upon a third party for hosting our servers and providing
Internet and VPN connectivity and if access to this facility is lost we will
have to find a new servicer and our revenues may decrease if we are unable to
timely find a new server or find a quality servicer.

         Our company-owned server, software and communications equipment and the
customer data integral to the company's service delivery is hosted at a Qwest
CyberCenter in Tampa, Florida. In the event our agreement with Qwest is
terminated, we believe there are several third party hosting facilities that can
provide us with adequate services. However, there can be no assurance that we
would be able to operate effectively if the Qwest agreement were to be
terminated without notice or the Qwest site is damaged by a terrorist event or
act of nature. If the Qwest agreement is terminated or Qwest's operations
suspended without notice, our operations would be suspended until we replaced
Qwest, which would significantly decrease our revenues.

         Our future success is dependent on the services of our key management,
sales and marketing, professional services, technical support and research and
development personnel, whose knowledge of our business and technical expertise
would be difficult to replace.

         Our products and technologies are complex, and we are substantially
dependent upon the continued service of existing key management, sales and
marketing, professional services, technical support and research and development
personnel. All of these key employees are employees "at will" and can resign at
any time. The loss of the services of one or more of these key employees could
slow product development processes or sales and marketing efforts or otherwise
harm our business. The market for these highly skilled employees is
characterized by intense competition, which is heightened by their high level of
mobility. These factors make it particularly difficult to attract and retain the
qualified technical personnel required. We have experienced, and expect to
continue to experience, difficulty in hiring and retaining highly skilled
employees with appropriate technical qualifications. If we fail to recruit and
retain a significant number of qualified technical personnel, we may not be able
to develop, introduce or enhance products on a timely basis. If we are unable to
retain or hire qualified employees, our business will fail and you may lose your
entire investment.

         If we are unable to recruit and retain a sufficient number of technical
personnel with the skills required for existing and future products, we may not
be able to complete the development, upgrades, or enhancements of our products
in a timely manner. Even if we are able to expand our staff of qualified
technical personnel, they may require greater than expected compensation
packages that would increase operating expenses.

         We depend upon software that we license from and products provided by
third parties and the loss of these license or increase in cost of these
licenses would require us to find other licenses which could cause us to suspend
our operations until we obtain required software.

         We rely upon certain software licensed from third parties, including
software that is integrated with our internally developed software and used in
our products to perform key functions. There can be no assurance that these
technology licenses will not infringe the proprietary rights of others or will
continue to be available to us on commercially reasonable terms, if at all. The
loss of or inability to maintain any such software licenses could result in
shipment delays or reductions until equivalent software could be developed,
identified, licensed and integrated.

         If we are subject to a claim that we infringe a third-party's
intellectual property, we may have to replace our current products, pay
royalties to competitors or suspend operations, any of which could significantly
increase our expenses.

         Substantial litigation regarding intellectual property rights and brand
names exists in the software industry. We expect that software product
developers increasingly will be subject to infringement claims as the number of
products and competitors in this industry segment grows and the functionality of
products in related industry segments overlaps. However, third parties, some
with far greater financial resources than ours, may claim infringement of their
intellectual property rights by our products.

                                       25

<PAGE>

         Any such claims, with or without merit, could:

                [x]      Be time consuming to defend;

                [x]      Result in costly litigation;

                [x]      Divert management's attention and resources;

                [x]      Cause product shipment delays;

                [x]      Require us to redesign products;

                [x]      Require us to enter into royalty or licensing
                         agreements; or

                [x]      Cause others to seek indemnity from us.

         If we are required to enter into royalty or licensing agreements to
resolve an infringement claim, we may not be able to enter into those agreements
on favorable terms. A successful claim of product infringement against us, or
failure or inability to either license the infringed or similar technology or
develop alternative technology on a timely basis, could harm our operating
results, financial condition or liquidity.

         We may have difficulty collecting our receivables and that may result
in the unanticipated need for external financing in order to continue our
operations.

         We currently do not offer account terms to our customers, however, we
may experience problems if and as our business grows and we extend credit to our
customers. The collection of our accounts receivable are affected by several
factors, including our credit granting policies, our customers' ability to pay,
and industry and economic conditions. Adverse changes in any of these factors,
many of which we cannot control, could create delays in collecting or an
inability to collect our receivables. If we are not able to collect our
receivables within the time anticipated, we would need to seek external
financing in order to continue our operations as planned.

         Our shares of common stock have not yet begun trading and you may find
it difficult to dispose of your shares of our stock, which could cause you to
lose all or a portion of your investment in our company.

         Our shares of common stock are currently quoted on the OTC Bulletin
Board. No trading in shares of common stock has begun and we expect to have only
a limited trading market in the foreseeable future. As a result, you may find it
difficult to dispose of shares of our common stock and you may suffer a loss of
all or a substantial portion of your investment in our common stock.

         Our common stock is covered by SEC "penny stock" rules which may make
it more difficult for you to sell or dispose of our common stock, which could
cause you to lose all or a portion of your investment in our company.

         Our common stock is covered by an SEC rule that imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors, which are
generally institutions with assets in excess of $5,000,000, or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell our securities, and also may affect the ability of
purchasers of our stock to sell their shares in the secondary market. It may
also diminish the number of broker-dealers that may be willing to make a market
in our common stock, and it may affect the level of news coverage we receive.

         The interests of our controlling shareholders could conflict with those
of our other shareholders resulting in the approval of corporate actions that
are not in your interests.

                                       26

<PAGE>


         Our principal shareholder, Stanford, owns or controls approximately 84%
of our common stock. This shareholder is able to control the outcome of
shareholder votes, including votes concerning: amendments to our charter and
by-laws; and the approval of significant corporate transactions like a merger or
sale of our assets. Although none of our directors or officers are affiliated
with Stanford or have any business relationships with Stanford, Stanford is able
to control the election of the board of directors through its ownership of a
majority of our common stock. In addition, Stanford has provided us with
significant financing and our assets have been pledged to Stanford as
collateral=al foe such financing. This controlling influence could have the
effect of delaying or preventing a change in control, even if our other
shareholders believe it is in their best interest.


         We may issue additional shares of preferred stock that could defer a
change of control or dilute the interests of our common shareholders and our
charter documents could defer a takeover effort, which could inhibit your
ability to receive an acquisition premium for your shares or your ability to
sell your shares of common stock.

         Our articles of incorporation permit our board of directors to issue up
to 15,000,000 shares of preferred stock without shareholder approval. Currently
no shares of the preferred stock are issued and outstanding. Shares of preferred
stock, if issued, could contain dividend, liquidation, conversion, voting or
other rights which could adversely affect the rights of our common shareholders
and which could also be utilized, under some circumstances, as a method of
discouraging, delaying or preventing our change in control. Provisions of our
articles of incorporation, bylaws and Nevada law could make it more difficult
for a third party to acquire us, even if many of our shareholders believe it is
in their best interest. These provisions may decrease your ability to sell your
shares of our common stock.

ITEM 7.  FINANCIAL STATEMENTS

         Our financial statements and the related notes are set forth commencing
on page F-1 attached hereto.

                                       27

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Health Systems Solutions, Inc.

         We have audited the accompanying balance sheet of Health Systems
Solutions, Inc. and Subsidiary, as of December 31, 2003, and the related
statements of operations, stockholders' deficit and cash flows for the year
ended December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States 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 amount 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 financial statements referred to above present
fairly, in all material respects, the financial position of Health Systems
Solutions, Inc. and Subsidiary, as of December 31, 2003, and the results of its
operations and its cash flows for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

         The accompanying consolidated financial statements have been prepared
assuming that Health Systems Solutions, Inc. will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company has an
accumulated deficit of approximately $11,100,000 at December 31, 2003 and a net
loss for the year ended December 31, 2003 of approximately $2,700,000 and had
negative working capital at December 31, 2003 of approximately $100,000. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                               /s/ Sherb & Co., LLP
                                                   Sherb & Co., LLP.
                                                   Certified Public Accountants

New York, New York
March 16, 2004

                                      F-1

<PAGE>

                          Independent Auditors' Report


To the Stockholders' and the Board of Directors
of Health Systems Solutions, Inc.

We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of Health System Solutions, Inc. and
Subsidiary (the "Company") for the period from June 28, 2002 (date of inception)
through December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above of
Health Systems Solutions, Inc. and Subsidiary present fairly, in all material
respects, the results of their consolidated operations and their cash flows for
the period from June 28, 2002 (date of inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred both an accumulated deficit and a net
loss for the period from June 28, 2002 (date of inception) through December 31,
2002 of approximately $8,400,000 and had negative working capital at December
31, 2002 of approximately $527,000. These factors, among others, raise
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also discussed in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Rogoff & Company, PC

New York, New York
February 28, 2003, except for the last sentence in the first paragraph of Note
 8, as to which the date is March 13, 2003

                                      F-2

<PAGE>

                Report of Independent Registered Accounting Firm


To the Stockholders' and the Board of Directors
of Health Systems Solutions, Inc.

We have audited the accompanying consolidated statement of operations, and
consolidated cash flows for the period from January 1, 2002 through September
16, 2002 of Provider Solutions, Inc. (Predecessor to Provider Acquisitions LLC)
(The "Company"). These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements of the Company referred to
above present fairly, in all material respects, at September 16, 2002, the
results of their consolidated operations and their consolidated cash flows for
the period from January 1, 2002 through September 16, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. The Company incurred both an
accumulated deficit and a net loss for the period from January 1, 2002 through
September 16, 2002 of approximately $2,100,000 and had negative working capital
at September16, 2002 of approximately $11,371,000. These factors, among others,
raise substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Rogoff & Company, PC

New York, New York
November 1, 2004

                                      F-3

<PAGE>

                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                     (SUCCESSOR TO PROVIDER ACQUISITION LLC)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003


                                     ASSETS

 Current  assets:
    Cash                                                       $        171,728
    Accounts receivable, net of allowance
     for doubtful accounts of $5,000                                    448,038
    Prepaids and other current assets                                    72,522
                                                               -----------------


      Total current assets                                              692,288

 Property and equipment, net of accumulated depreciation
    and amortization of $101,970                                        348,739

 Software development costs, net of accumulated depreciation
    and amortization of $563,193                                        964,989

 Security deposits                                                       22,984
                                                               -----------------
                                                                    $ 2,029,000
                                                               =================



                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current  liabilities:
    Current portion of capital lease obligation                $         12,025
    Accounts payable                                                     29,305
    Accrued expenses                                                    590,612
    Deferred revenue                                                    120,820
    Customer deposits                                                     2,638
                                                               -----------------


      Total current liabilities                                         755,400

 Capital lease obligation, net of current portion                        37,163
                                                               -----------------

                                                                        792,563
                                                               -----------------


 Stockholders' Equity:
    Preferred Stock; 15,000,000 authorized;
      Series A $1.17 Convertible; 1,880,341 shares
       authorized issued and outstanding                              2,200,000
      Series B $.80 Convertible; 2,500,000 shares
       authorized issued and outstanding                              2,000,000
    Common Stock; $.001 par value; 150,000,000 shares
       authorized; 2,761,600 shares issued and outstanding                2,762
    Additional paid-in capital                                        8,193,898
    Accumulated deficit                                             (11,160,223)
                                                               -----------------

      Total Stockholders' Equity                                      1,236,437
                                                               -----------------


                                                               $      2,029,000
                                                               =================





See accompanying notes to the consolidated financial statements.
                                      F-4

<PAGE>

                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                     (SUCCESSOR TO PROVIDER ACQUISITION LLC)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                         For the Year                      For the Period
                                                     Ended December 31,              September 17, 2002 (Inception)
                                                           2003                        through December 31, 2002
                                              -----------------------------      ----------------------------
<S>                                           <C>                                <C>
 Net sales                                    $                  2,069,758       $                   320,302
 Cost of sales                                                   1,410,271                           321,582
                                              -----------------------------      ----------------------------

    Gross profit                                                   659,487                            (1,280)
                                              -----------------------------      ----------------------------

 Operating expenses
    Selling and marketing                                        1,162,446                           217,140
    Research and development                                       883,519                           157,516
    General and administrative                                   1,180,748                         1,051,745
    Depreciation and amortization                                   91,114                            16,766
    Impairment of goodwill                                               -                         6,954,927
    Interest                                                         6,609                             3,764
                                              -----------------------------      ----------------------------

    Total  operating expenses                                    3,324,436                         8,401,858
                                              -----------------------------      ----------------------------

 Net loss before non operating expenses                         (2,664,949)                       (8,403,138)
                                              -----------------------------      ----------------------------

 Net loss                                                       (2,664,949)                       (8,403,138)

      Deemed preferred stock dividend                               92,137                                 -
                                              -----------------------------      ----------------------------

 Net loss applicable to common stockholders   $                 (2,757,086)      $                (8,403,138)
                                              =============================      ============================

 Basic and Diluted net loss per share         $                      (1.14)      $                     (4.61)
                                              =============================      ============================

 Basic and Diluted weighted average
  shares outstanding                                             2,421,169                         1,821,429
                                              =============================      ============================
</TABLE>


See accompanying notes to the consolidated financial statements.
                                      F-5

<PAGE>

                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                     (SUCCESSOR TO PROVIDER ACQUISITION LLC)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE PERIOD SEPTEMBER 17, 2002 (Inception)
                            THROUGH DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                                  Additional                    Total
                                      Preferred Stock           Common Stock       Paid-in    Accumulated     Stockholders'
                                     Shares     Amount       Shares     Amount     Capital      Deficit         Equity
                                  ----------  -----------  ----------  --------  -----------  -------------  -------------
<S>           <C> <C>                         <C>           <C>        <C>       <C>          <C>            <C>
Balance, September 17, 2002             -     $     -         512,601  $   531   $    3,577   $      -       $      4,090

 Issuance of Common Stock for
   acquisition                          -           -       1,308,828    1,309    8,097,244          -          8,098,553
(Includes $7,357,322 of debt
 converted into equity)

 Issuance of Series A Convertible
   Preferred Stock                 1,025,640   1,200,000         -        -            -                 -      1,200,000

 Net Loss                               -           -            -        -            -        (8,403,138)    (8,403,138)
                                  ----------  -----------  ----------  --------  -----------  -------------  -------------
 Balance, December 31, 2002        1,025,640   1,200,000    1,821,429    1,822    8,100,821     (8,403,138)       899,505

 Issuance of Series A Convertible    854,701   1,000,000         -        -            -              -         1,000,000
   Preferred Stock

 Warrants issued in connection             -           -         -        -          92,137        (92,137)             -
   with Preferred Stock

 Issuance of Series B Convertible  2,500,000   2,000,000         -        -            -              -         2,000,000
   Preferred Stock

 Issuance of Common Stock by the
   exercising of warrants               -           -         940,171      940          940           -             1,880

 Net Loss                               -           -            -        -            -        (2,664,949)    (2,664,949)
                                  ----------  -----------  ----------  --------  -----------  -------------  -------------
 Balance December 31, 2003         4,380,341  $4,200,000    2,761,600  $ 2,762   $8,193,898   $(11,160,224)  $  1,236,437
                                  ==========  ===========  ==========  ========  ===========  =============  =============
</TABLE>





See accompanying notes to the consolidated financial statements.
                                      F-6

<PAGE>

                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                     (SUCCESSOR TO PROVIDER ACQUISITION LLC)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  YEARS ENDED ENDED DECEMBER 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                              For the Year                     For the Period
                                                           Ended December 31,           September 17, 2002 (Interim)
                                                                   2003                  through December 31, 2002
                                                       -------------------------        ----------------------------
 Cash flows from operating activities:

<S>                                                    <C>                              <C>
     Net loss                                          $             (2,664,949)        $                (8,403,138)

     Adjustments to reconcile net loss to net cash
         used in operating activities:
       Depreciation and amortization of property
        and equipment                                                    89,469                              16,766
       Amortization of software development costs                       486,964                             151,693
       Impairment of Goodwill                                                 -                           6,954,927
     Changes in operating assets and liabilities:
       Accounts receivable                                             (334,834)                             41,237
       Notes receivable                                                  54,400                              25,600
       Royalties and referral fees receivable                           (11,300)                                  -
       Prepaid expenses                                                 (29,464)                            (13,656)
       Security deposits                                                 (7,330)                                  -
       Accounts payable                                                (157,228)                             99,810
       Accrued expenses                                                 159,416                             (41,443)
       Deferrred revenue                                               (224,849)                            (92,462)
       Customer deposits                                                  1,149                               1,490
                                                       -------------------------        ----------------------------

 Net cash used in operating activities                               (2,638,556)                         (1,259,176)
                                                       -------------------------        ----------------------------

 Cash flow from investing activities:
     Purchase of property and equipment                                (288,112)                            (33,921)
     Increase in software development costs                            (142,074)                           (136,572)
     Purchase of business                                                     -                            (261,515)
                                                       -------------------------        ----------------------------

 Net cash used in investing activities                                 (430,186)                           (432,008)
                                                       -------------------------        ----------------------------

 Cash flow from financing activities:
     Repayment of capital lease obligation                              (10,671)                             (4,876)
     Proceeds from the issuance of Series
      A Preferred Stock                                               1,000,000                           1,200,000
     Proceeds from the issuance of Series
      B Preferred Stock                                               2,000,000                                   -
     Proceeds from the issuance of equity                                 1,880                             745,321
                                                       -------------------------        ----------------------------

 Net cash provided by financing activities                            2,991,209                           1,940,445
                                                       -------------------------        ----------------------------

 Increase (decrease) in cash                                            (77,533)                            249,261

 Cash, beginning of period                                              249,261                                   -
                                                       -------------------------        ----------------------------

 Cash, end of period                                   $                171,728         $                   249,261
                                                       =========================        ============================

 Cash paid during the year for interest expense        $                  6,609         $                     3,764
                                                       =========================        ============================

 Supplemental disclosures of noncash investing and
       financing activities:
     Conversion of debt to equity (Included in
     Additional Paid-In Capital of PAL on acquisition) $                      -         $                 7,357,322
                                                       =========================        ============================

     Purchase of property and equipment through
      capital lease                                    $                      -         $                   (64,735)
                                                       =========================        ============================
     Business Acquired
       Fair value of assets acquired                   $                      -         $                 8,616,330
       Consideration paid                                                     -                            (261,515)
                                                       -------------------------        ----------------------------
       Liabilities assumed in connection with
        the acquisition                                $                      -         $                 8,354,815
                                                       =========================        ============================

</TABLE>

See accompanying notes to the consolidated financial statements.
                                      F-7

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                     (Successor to Provider Acquisition LLC)
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

1. Description of Business, Acquisitions and Consolidation

Health Systems Solutions, Inc. ("HSS") through its wholly owned subsidiary,
Healthcare Quality Solutions, Inc. ("HQS") provides assistance to the home
healthcare industry in managing their businesses throughout the United States of
America, utilizing internally developed software. The software produces
information to support clinical, financial and administrative decisions made by
management in operating and administrating their organization. The Company
operates in one segment.

On September 17, 2002 Provider Acquisition, LLC ("PAL"), which was formed in the
State of Florida on June 28, 2002, acquired certain assets of Provider Solutions
Corp. ("PSC") for $250,000 in cash, subject to certain liabilities. The
principal reason for the acquisition was to purchase the technology that the
company currently employs in its business. Total consideration paid has been
allocated as follows:

         Current Assets                              $          357,820
         Goodwill                                             6,838,135
         Software Development Costs                           1,325,000
         Fixed Assets                                            68,206
         Other Assets                                            15,654
         Accounts Payable and Accrued Expenses                 (557,362)
         Deferred Revenue                                      (438,131)
         Secured Debt                                        (7,357,322)
         Other Liabilities                                       (2,000)
                                                     ----------------------

         Purchase price                              $          250,000


Following  PAL's  acquisition  of the assets of PSC, the holder of PSC's secured
indebtedness  converted all of the indebtedness into equity of PAL. The debt was
converted  to relieve the company of the  obligation.  The debt  conversion  was
recorded as additional paid-in capital.


This acquisition created $6,954,927 of purchased goodwill that includes other
excess costs of approximately $116,800. As of September 17, 2002 PAL determined
that this goodwill was impaired and subsequently wrote off the entire balance.

Silver Key Mining Company, Inc. ("Silver Key"), the predecessor to HSS, was
originally incorporated in the State of Idaho on June 25, 1971. On September 17,
2002 Silver Key changed its domicile from Idaho to Nevada by filing Articles of
Merger between Silver Key (Idaho) and Silver Key Mining Company, Inc. a Nevada
corporation. The surviving entity Silver Key (Nevada) (the "Company"), which was
incorporated in the State of Nevada on July 31, 2001, acquired 100% of the
outstanding common stock of Silver Key (Idaho)

On October 11, 2002 the Board of Directors of the Company approved a five to one
reverse  stock split with a record date of October 21,  2002.  After the reverse
stock  split the Company had 512,601  shares of common  stock  outstanding.  All
share and per share  amounts  have been  adjusted to reflect  the reverse  stock
split.

On October 15, 2002,  the Company formed HQS, a Florida  corporation,  which was
and remains wholly owned by the Company.

On October  22,  2002 PAL  entered  into an  Agreement  and Plan of Merger  (the
"Merger Agreement") with the Company, HQS and certain principal  stockholders of
the  Company,  as  defined  in  the  Merger  Agreement.  HQS is a  wholly  owned
subsidiary of HSS. Pursuant to the Merger Agreement PAL was merged with and into
HQS and HQS survived as the Company's wholly owned subsidiary.

                                      F-8

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

1. Description of Business, Acquisitions and Consolidation - continued

The merger became effective on October 24, 2002, (the "Effective Date")
concurrent with the Articles of Merger being filed with the Secretary of State
of Florida. As a result of the former members of PAL acquiring a controlling
interest (58%) of the outstanding common stock of the Company the transaction
was accounted for as a "reverse merger." Pursuant to the Merger Agreement the
Company issued 1,071,429 shares of its common stock to the members of PAL. Upon
completion of the acquisition, the Company issued an additional 237,399 shares
of its common stock to parties who were instrumental in arranging the merger.
These shares of common stock were considered part of the cost of the acquisition
and have been recorded at the fair value of $4,750 (quoted market price - $.02
per share) on the date of the transaction with a corresponding reduction of
additional paid in capital. The acquisition was accounted for using the purchase
method of accounting.

Although Silver Key is the legal survivor in the merger and remains the
registrant, until November 2002 (see below) with the Securities and Exchange
Commission, under accounting principles generally accepted in the United States
of America because the stockholders of PAL acquired more than 50% of the post
transaction consolidated entity, PAL is considered to be the "acquirer" of
Silver Key for financial reporting purposes. Accordingly, this requires Silver
Key, among other things, to present in all future financial statements and other
public filings after completion of the merger, prior historical financial
information and other information of PAL and requires a retroactive restatement
of PAL's historical stockholders' investment for the equivalent number of shares
of common stock received in the merger.

On December 10 2002, the Company filed an articles of amendment to its articles
of incorporation changing its name from Silver Key (Nevada) to Health Systems
Solutions, Inc.

2. Liquidity

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has incurred an
accumulated deficit for the period from September 17, 2002 (date of inception)
through December 31, 2003 of approximately $11,200,000. The Company incurred a
net loss for the period from January 1, 2003 through December 31, 2003 of
approximately $2,700,000 and had negative working capital at December 31, 2003
of approximately $100,000. These factors, among others, raise substantial doubt
about its ability to continue as a going concern. In order to continue as a
going concern, the Company will need, among other things, additional capital
resources. Management's plans to obtain such resources for the Company include
(1) obtaining capital from management and significant stockholders sufficient to
meet its minimal operating expenses, and (2) seeking out and completing a merger
with an existing operating company.

3. Summary of Significant Accounting Policies

Basis of presentation and consolidation: The accompanying consolidated financial
statements which present the results of operations of HSS and its wholly owned
subsidiary, HQS, for the period from January 1, 2003 through December 31, 2003
have been prepared using accounting principals generally accepted in the United
States of America. All material intercompany transactions and accounts have been
eliminated in consolidation.

Allowance for doubtful accounts: The Allowance for doubtful accounts is based on
the Company's assessment of the collectibilty of customer accounts and the aging
of the accounts receivable. The Company regularly reviews the adequacy of the
Company's allowance for doubtful accounts through identification of specific
receivables where it is expected that payments will not be received. The Company
also establishes an unallocated reserve that is applied to all amounts that are
not specifically identified. In determining specific receivables where
collections may not be received, the Company reviews past due receivables and
gives consideration to prior collection history and changes in the customer's
overall business condition. The allowance for doubtful accounts reflects the
Company's best estimate as of the reporting dates.

                                      F-9

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002


3. Summary of Significant Accounting Policies - continued

Property and equipment: Property and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are
computed using the straight-line method over the estimated useful lives of the
assets. Estimated useful lives of three years are used for computer equipment
and related software and five years for office equipment and furniture and
fixtures. Amortization of leasehold improvements is computed using the shorter
of the remaining lease terms or five years. The Company uses an accelerated
method of depreciation for tax reporting which is not materially different from
financial reporting. Normal maintenance and repairs of property and equipment
are expensed as incurred while renewals, betterments and major repairs that
materially extend the useful life of property and equipment are capitalized.

Software development costs:

We capitalize certain costs of software developed or obtained for internal use
in accordance with AICPA SAP 98-1, Accounting for the Costs of Corporate
Software Developed or Obtained fro Internal Use ("SOP 98-1"). We capitalize
software development costs when application development begins, it is probable
that the project will be completed, and the software will be used as intended.
Costs associated with preliminary project stage activities, training,
maintenance and all other post implementation stage activities are expensed as
incurred. Our policy provides for the capitalization of certain payroll and
payroll-related costs for employees who are directly associated with developing
or obtaining internal use software. Capitalizable personnel costs are limited to
the time directly spent on such projects. Capitalized costs are ratably
amortized using the straight-line method, over the estimated useful lives of the
related applications of three years. The company makes on-going evaluations of
the recoverability of its capitalized software by comparing the amount
capitalized for each product to the estimated net realizable value of the
product. If such evaluations indicate that the unamortized software development
costs exceed the net realizable value, the company writes off the amount that
the unamortized software development costs exceed net realizable value.


Goodwill and other intangibles: Goodwill represents the excess of costs over
fair value of assets of businesses acquired. The Company adopted the provisions
of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), as of
January 1, 2002. SFAS 142 requires goodwill to be tested for impairment on an
annual basis and between annual tests in certain circumstances, and written down
when impaired, rather than being amortized as previous accounting standards
required. Furthermore, SFAS 142 requires purchased intangible assets other than
goodwill to be amortized over their useful lives unless these lives are
determined to be indefinite. In accordance with SFAS 142, the Company
performedimpairment tests on all goodwill and purchased intangible assets from
the acquired assets and liabilities of Provider Solutions Corp. on September 17,
2002. The goodwill was written off after the company performed these impairment
tests and determined that the fair value of the goodwill exceeded its carrying
value. Fair value was determined by estimates of future cash flows. At September
17, 2002, the state of the business, the projected shortage of short term and
future cash, the anticipation of continued losses and the reduced level of sales
indicated that without ongoing investment, a source for which had not been
identified, the business was not a going concern and that there was no utility
to the value of the goodwill. We determined the company's projections for cash
flow from the acquired assets was insufficient to support the goodwill as an
asset and that an immediate goodwill impairment write-off was in order.
Pursuant to the impairment tests, all goodwill and purchased intangibles of
$6,954, 927 was written off as of September 17, 2002.


Impairment of long-lived assets: In accordance with SFAS 144 "Accounting for the
Impairment or Disposal of Long-Lived  Assets",  the Company  reviews  long-lived
assets for impairment  whenever  circumstances  and situations  change such that
there is an indication that the carrying  amounts may not be recovered.  In such
circumstances,  the Company  will  estimate  the future  cash flows  expected to
result from the use of the asset and its eventual disposition. Future cash flows
are the future cash inflows expected to be generated by an asset less the future
outflows  expected to be necessary to obtain  those  inflows.  If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the carrying amount of the asset,  the Company will recognize an impairment
loss to  adjust  to the  fair  value  of the  asset.  At  December  31,  2003 no
long-lived assets were impaired.

                                      F-10

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

Concentration of credit risk: Concentrations of credit risk with respect to
trade receivables are limited to customers dispersed across the United States of
America.. All trade receivables are concentrated in the healthcare segment of
the economy; accordingly the Company is exposed to business and economic risk.
Although the Company does not currently foresee a concentrated credit risk
associated with these trade receivables, repayment is dependent upon the
financial stability of the healthcare industry.

Income taxes: The Company uses the liability method for income taxes as required
by SFAS No. 109 "Accounting for Income Taxes." Under this method, deferred tax
assets and liabilities are determined based on differences between financial
reporting and tax basis of assets and liabilities. Deferred tax assets and
liabilities are measured using enacted tax rates and laws that will be in effect
when the differences are expected to reverse. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

3. Summary of Significant Accounting Policies - continued

Revenue recognition and deferred revenue: The Company follows the guidance of
the Securities and Exchange Commission's Staff Accounting Bulletin 104 for
revenue recognition. In general, the Company records revenue when persuasive. We
recognize revenue when persuasive evidence of a final agreement exists, delivery
has occurred, the selling price is fixed or determinable and collectibility is
reasonably assured. Currently, we primarily employ a web-based application
service provider model to deliver our services to our home healthcare customers.
In instances where the customer specifies final acceptance of the system or
service, we defer revenue until all acceptance criteria have been met. We price
these services primarily on a transaction fee basis (calculated based upon the
number of patient clinical assessments made by a customer during a period) and,
to a lesser extent, on a subscription fee basis. Clinical assessments, which are
mandated by Medicare, require Home Health Care Agencies to collect assessment
data on all patients requiring home health care at the start-of-care and at
discharge. Our products PPS collect, editor, executive, dashboard, trans,
outcomes, and Oasis auditor all assist in the collection of assessment data and
are all charged on a transaction basis. We earn the revenues from subscriptions
ratably over the period of the respective agreement, generally one year. We
record cash payments received in advance or at beginning of a contract as
deferred revenue. We recognize transaction fee based revenues in the period the
transaction is processed. Implementation, consultation, training and customer
support services are charged to customers on a fee basis usually based upon time
spent. We recognize implementation fees in the month that the customer goes live
and we recognize training, consultation, advisory and support revenue in the
month that the service is performed. Implementation costs consisting of payroll
and travel are expensed in the same period implementation fees are recognized.
Typical sales terms would be 30 days from the date of invoice.

Advertising costs: The Company expenses all advertising costs as incurred.
Advertising costs for the period from January 1, 2003 through December 31, 2003
were $69,837, and for the period from September 17, 2002 (date of inception) to
December 31, 2002 were $10,153, and are included in selling and marketing
expense in the accompanying consolidated statement of operations.


Research and development costs: The Company expenses all research and
development expenses , which consist of payroll and other related costs, as
incurred


Computation of net income (loss) per share:  The Company presents basic earnings
(loss) per share and, if appropriate,  diluted  earnings per share in accordance
with SFAS 128, "Earnings Per Share ("SFAS 128"). Under SFAS 128 basic net income
(loss) per share is computed by dividing net income (loss) for the period by the
weighted-average  number of shares  outstanding  during the period.  Diluted net
income  per share is  computed  by  dividing  net  income  for the period by the
weighted-average  number of common share equivalents  during the period.  Common
stock  equivalents  arise  from  the  issuance  of  Series  A $1.17  Convertible
Preferred  Stock  and  Series  B $.80  Convertible  Preferred  Stocks.  Dilutive
earnings per share is not shown as the effect is  antidilutive.  At December 31,
2003 the Convertible  Preferred  Stocks were  convertible  into 7,190,171 common
shares.

                                      F-11

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002



Financial instruments: The carrying amounts of financial instruments, including
cash, accounts receivable, prepaid expenses, customer deposits and deferred
revenue approximate fair value as of December 31, 2003, due to the relatively
short maturity of the instruments. The capital lease obligation approximates
fair value based upon debt terms available to company's under similar terms. The
Series A $1.17 Convertible Preferred Stock and Series B $.80 Convertible
Preferred Stock are specialized instruments that makes it impractical to
determine the fair value without incurring excessive cost.

Use of estimates: The preparation of consolidated 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 the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Recent accounting pronouncements: In December 2003 the FASB issued FASB
Statement No. 132 (revised 2003), Employers' Disclosures about Pensions and
Other Postretirement Benefits, that improves financial statement disclosures for
defined benefit plans. The project was initiated by the FASB earlier this year
in response to concerns raised by investors and other users of financial
statements about the need for greater transparency of pension information. The
change replaces existing FASB disclosure requirements for pensions. In an effort
to provide the public with better and more information, the standard requires
that companies provide more detail about their plan assets, benefit obligations,
cash flows, benefit costs and other relevant information. These disclosures will
provide investors with greater visibility into plan assets and a clearer picture
of cash requirements for benefit payments and contributions to fund pension and
other postretirement benefit plans. We do not have a pension fund and therefore
do not expect to be impacted by Statement No. 132 or be required to make
additional disclosures.


3. Summary of Significant Accounting Policies - continued

In April 2003, the FASB issued Statement of Financial Accounting Standards No.
149 (SFAS 149), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." This statement amends SFAS 133 to provide clarification on
the financial accounting and reporting of derivative instruments and hedging
activities and requires contracts with similar characteristics to be accounted
for on a comparable basis. The Company is in the process of assessing the effect
of SFAS 149 and does not expect the adoption of this statement, which will be
effective for contracts entered into or modified after June 30, 2003, to have a
material effect on its financial position or results of operations.

Recent accounting pronouncements - continued: In May 2003, the FASB issued
Statement of Financial Accounting Standards No. 150 (SFAS 150), "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity." SFAS 150 establishes standards on the classification and measurement of
financial instruments with characteristics of both liabilities and equity. SFAS
150 will become effective for financial instruments entered into or modified
after May 31, 2003. The adoption of SFAS 150 did not have a material effect on
the Company's financial position or results of operations.

Management does not believe that any recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying consolidated financial statements.

                                      F-12

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002


4.       Property and Equipment and Software Development costs
     Property and equipment and software development costs consist of the
following:
                                                             December 31, 2003
---------------------------------------------------------- ---------------------
                                                               ($ In Thousands)

   Office equipment                                        $                213
   Purchased computer software                                               86
   Furniture and Fixtures                                                    30
   Leasehold Improvements                                                   122
                                                           --------------------
                                                                            451

   Less accumulated depreciation and amortization                           102
                                                           --------------------
      Total                                                $                349
                                                           =====================

   Software development costs                              $              1,528
                                                           =====================

   Less accumulated amortization                                            563
                                                           =====================

       Total                                               $                965
                                                           =====================


Amortization expense for software development costs for the periods from
September 17, 2002 (date of inception) through December 31, 2002 and January 1,
2003 through December 31, 2003 for the Company was $151,693 and $486,964
respectively.

The unamortized balance of software development costs was $964,989 at December
31, 2003 and the future amortization expense amounts are as follows:

                  Fiscal Year                                       Amount
                  ----------------------------------------- --------------------
                  2004                                      $           509,394
                  2005                                                  433,165
                  2006                                                   22,430
                                                            --------------------

                  Total future amortization expense         $           964,989
                                                            ====================


During the period ended December 31, 2002 the Company entered into a capital
lease for $64,735 to acquire office equipment. For the period from September 17,
2002 (date of inception) through December 31, 2002 and January 1, 2003 through
December 31, 2003 the Company recorded depreciation of $6,474 and $12,947
respectively.

5. Accrued Expenses

Accrued expenses include a liability to the Internal Revenue Service from a
prior business acquisition amounting to $400,000 at December 31, 2003. The
Company is currently negotiating the final settlement and payment terms with the
Internal Revenue Service and the outcome of these negotiations cannot be
determined at this time.

                                      F-13

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

6. Income Taxes

For the period from September 17, 2002 (date of inception) through December 31,
2003 the Company incurred a net operating loss for income tax reporting of
approximately $ 4,270,000. The net operating loss expires in the year 2023. The
Company recorded a 100% valuation allowance on its deferred tax asset since it
is more likely than not that their benefit will not be realized in the future.

The significant components of the Company's deferred tax asset as of December
31, 2003 are as follows:

   Operating loss carryforward                                    $   1,709,000
   Goodwill  amortization                                             2,566,000
   Depreciation and other                                              (166,000)
                                                                  --------------
   Valuation allowance                                               (4,109,000)
                                                                  --------------

   Total deferred tax asset                                       $           -
                                                                  ==============

The future amount of goodwill amortization is approximately $6,400,000.

Reconciliation between the statutory Federal income tax rate (35%) and the
effective income tax rates based on continuing operations is as follows:

<TABLE>
<CAPTION>

                                                                                          For the period
                                                                                        September 17, 2002
                                                                                           (Inception)
                                                                  Year ended             through December
                                                               December 31, 2003             31, 2002
                                                               ------------------       -------------------

<S>                                                            <C>                      <C>
   Statutory Federal income tax (benefit)                      $       (933,000)        $       (2,941,000)
   State tax (benefit), net of federal effect                          (133,000)                  (420,000)
   Permanent differences - merger expenses                                    -                    194,000
   Other                                                                      -                    124,000
   Increase in valuation allowance                                     1,066,000                 3,043,000
                                                               ------------------       -------------------
                                                               $              -0-       $               -0-
                                                               ==================       ===================
</TABLE>

7. Capital Lease Obligation
The Company has entered into a capital lease for certain office equipment.
Obligations under the capital lease have been recorded in the accompanying
consolidated financial statements at the present value of future minimum lease
payments, discounted at an interest rate of 12%.

Future minimum payments under capital lease obligation are as follows at
December 31, 2003:
   Fiscal Year                                                     Amount
   --------------------------------------------------------- -------------------
   2004                                                      $           17,280
   2005                                                                  17,280
   2006                                                                  17,280
   2007                                                                   8,640
                                                             -------------------

   Total future payments                                                 60,480
   Less amount representing interest                                     11,292
                                                             -------------------

   Present value of future payments                                      49,188
   Less current portion                                                  12,025
                                                             ------------------
                                                             $           37,163

                                      F-14

<PAGE>



                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

8. Equity Transactions

Series A $1.17 Convertible Preferred Stock and Warrants

Series A $1.17 Convertible Preferred Stock and Warrants
Pursuant to a Securities Purchase Agreement dated October 22, 2002, the majority
stockholder agreed to make an aggregate investment of $2,200,000 in the Company
at monthly intervals between October 2002 and March 2003. For this investment,
the majority stockholder acquired 1,880,341 shares of the Company's Series A
$1.17 Convertible Preferred Stock (the "Series A") (subject to anitdilution) and
1,880,342 Warrants to purchase 940,171 shares of the Company's common stock. The
Series A is convertible into common stock upon the earlier of the date specified
by vote or written consent or agreement of holders of at least two-thirds of the
then outstanding shares of the Preferred Stock or upon the closing of a
qualified public offering, as defined in the Agreement. The Series A can be
converted into shares of the Company's common stock at $1.17 per share. The
Preferred Stock has ten votes per share and votes together with the common stock
on all matters submitted for a vote. In the event of liquidation, dissolution,
or winding up of the Company, whether voluntary or involuntary, the holders of
the Preferred Stock shall be entitled to receive, prior and before any
distribution of assets shall be made to the holders of the common stock, an
amount equal to the stated value, $1.17 per share. As additional consideration
under the Purchase Agreement dated April 30, 2003, the Company repriced the
conversion price of the Warrants from $1.17 per share to $.001 per share. On May
12, 2003, the Warrants were exercised at $.001 and converted into 940,171 shares
of common stock. The company utilized the Black Scholes Option Pricing Model to
calculate the fair value of the re-priced options. The company recorded the
value of the options of $92,137 as a deemed preferred stock dividend. The Black
Scholes pricing model assumptions used were as follows:

                                              Expected dividend yield      0%
                                              Risk-free interest rate      8%
                                              Annualized volatility      100%

Series B $.80 Convertible Preferred Stock
Pursuant to a Securities Purchase Agreement dated April 30, 2003, the majority
stockholder agreed to make an aggregate investment of $2,000,000 in the Company
at monthly intervals between May 2003 and December 2003. For this investment,
the majority stockholder acquired 2,500,000 shares of the Company's Series B
$.80 Convertible Preferred Stock (the "Series B") (subject to antidilution).
$92,137 of the Series B purchases has been attributed to the fair value of the
repriced Series A Warrants and included in additional paid in capital. Each
share of the Series B shall be convertible into five shares of common stock with
an initial conversion price of $.16 per share. The Series B has ten votes per
share and votes together with the common stock and Series A on all matters
submitted for a vote. In the event of liquidation, dissolution, or winding up of
the Company, whether voluntary or involuntary, the holders of the Series B shall
be entitled to receive, prior and before any distribution of assets shall be
made to the holders of the common stock, an amount equal to the stated value,
$.80 per share.

On May 2, 2003 the Board of Directors authorized, and the stockholders approved,
increasing the Company's common stock from 20,000,000 to 150,000,000 shares and
increasing the Preferred Stock from 5,000,000 to 15,000,000 shares.

9. Contingencies Operating Leases
The Company leases its office space in Tampa, Florida. Rent expense totaled
$187,007 for the period from January 1, 2003 through December 31, 2003 and is
included in general and administrative expenses in the accompanying consolidated
financial statements. The Company also leases certain pieces of office and
communication equipment as well as a co-location site for its application and
data base servers. The Company's lease for its office space has a duration
through January 31, 2009 with monthly payments approximating $20,000.

Future minimum annual payments under all lease agreements are as follows:

    2005                                                         $370,626
    2006                                                         $338,008
    2007                                                         $308,960
    2008                                                         $279,266
    2009                                                          $23,786

                                      F-15

<PAGE>

                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

9. Contingencies - continued

Legal Proceedings
There are presently no material pending legal proceedings to which the Company
is a party or to which any of its property is subject and, to the best of
management's knowledge, no such actions against the Company are contemplated or
threatened.

10. Employee Savings Plans

The Company has a savings plan, which qualifies under Section 401(k) of the
Internal Revenue Code. Participating employees may contribute up to the maximum
amount allowed by law. Currently the Company does not match participants'
contributions, but may at a future date.

11. Stock Based Compensation

During the first quarter of 2003, the Company adopted, effective January 1,
2003, the provision of Statement of Financial Accounting Standards No. 148
"Accounting for Stock-Based Compensation - Transition and Disclosure" an
amendment of SFAS No. 123. For the period from January 1, 2003 through December
31,2003, the Company did not grant any awards.

12. Concentrations

Cash
The Company maintains cash balances with commercial financial institutions which
at times, may exceed the FDIC insured limits of $100,000. Management has placed
these funds in high quality institutions in order to minimize the risk.

Accounts receivable
The Company's largest customers represents 28.3% of the Company's accounts
receivable at December 31, 2003.

Revenue
The Company had two customers who accounted for 28.5% and 12.3% of the Company's
revenue for the period from January 1, 2003 through December 31, 2003.

13. Subsequent Event

Reverse Stock Split: On May 13, 2004, the Company's Board of Directors voted
unanimously to authorize and recommend that stockholders approve a proposal to
affect a reverse split. Pursuant to the reverse split, each two of the
outstanding shares of common stock for shareholders of record on May 27, 2004
are automatically converted into one share of common stock. The reverse stock
split is presented retroactive for all periods presented.

                                      F-16

<PAGE>

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

         Effective February 17, 2004, Rogoff & Company P.C. ("RC") resigned as
the principal accountants to audit our financial statements.

         The reports of RC on the financial statements of the Registrant for the
past two fiscal years contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principle; however, the reports were modified to include an explanatory
paragraph wherein RC expressed substantial doubt about our ability to continue
as a going concern.

         The resignation of RC and subsequent engagement of new independent
accountants was approved by our audit committee and board of directors.

         In connection with its audits for the two most recent fiscal years and
including the interim period up to and including the date of resignation, there
have been no disagreements with RC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of RC would have caused them
to make reference thereto in their report on the financial statements for such
years; however, the reports were modified to include an explanatory paragraph
wherein RC expressed substantial doubt about our ability to continue as a going
concern.

         During the two most recent fiscal years and including the interim
period up to and including the date of resignation, the Registrant has had no
reportable events (as defined in Item 304 (a)(1)(v) of Regulation S-K).

         RC furnished a letter addressed to the Securities and Exchange
Commission stating that they agreed with the statements made above. A copy of
this letter, dated February 17, 2004, was filed as Exhibit 16.1 to Form 8-K.

         Effective February 17, 2004, we engaged the accounting firm of Sherb &
Co. LLP as our new independent accountants to audit our financial statements for
the fiscal year ending December 31, 2003.

                                       28

<PAGE>

         We have not consulted with Sherb & Co. LLP during the last two years or
subsequent interim period on either the application of accounting principles or
type of opinion Sherb & Co. LLP might issue on our financial statements.

ITEM 8A. CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures

         As of the end of the period covered by this report, we carried out an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation
was done under the supervision and with the participation of our Principal
Executive Officer and Principal Financial Officer. Based upon that evaluation,
the Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.

         Changes in internal controls

         There were no significant changes in our internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.

ITEM 8B. OTHER INFORMATION

         None.

                                       29

<PAGE>

                                    PART III

Item 9.    Directors and Executive Officers of the Company.


                                  MANAGEMENT

Officers and Directors

         Article V of our articles of incorporation permits our board of
directors to fix the number of directors at not less than one nor more than
nine. Directors serve until our next annual meeting of shareholders and until
his successor is duly elected and qualified. Vacancies on the Board due to
resignation or removal may be filled by the remaining director or directors,
even though less than a quorum, for the unexpired term of such vacant position.

         Name                       Age              Position

         B. M. Milvain               67              President and Director

         Steven Katz                 56              Director

         Batsheva Schreiber          57              Director

         Susan Baxter Gibson         47              Principal Financial Officer

Business Experience

         B. M. Milvain is our Chief Executive Officer and President. Mr. Milvain
has been a senior officer of HQS, PAL and its predecessor company, Provider
Solutions Corp. since 1993. From August 1988 until November 1992 Mr. Milvain was
Chief Operating Officer of LPA, Inc., a subsidiary of NYNEX Corporation, and a
supplier of on-line transaction processing software for electronic payment
services. From March 1988 until September 1997, Mr. Milvain was also a
consultant to the Chairman of the Board of BancTec, Inc., a global provider of
solutions for automation capture, processing and archiving of paper and
electronic forms. From 1985 to 1988 he was Vice President of Marketing at
Systeme Corporation, an innovator and developer of wide area network and PC
technology for branch automation products for retail banking applications. From
1982 to 1984 Mr. Milvain was President of George K. Baum Leasing, Inc. From 1972
to 1982 he was co-founder of Unimark, Inc., a computer leasing and used computer
dealer. Prior positions were with Marsh & McLennan Companies (1969 to 1972),
Waddell & Reed (1966 to 1969) and IBM (1960 to 1966). Mr. Milvain graduated with
a Bachelors of Business Administration degree from the University of Oklahoma in
1960.

         Steven Katz is President of Steven Katz & Associates, Inc., a health
care and technology-based management consulting firm specializing in strategic
planning, corporate development, new product planning, technology licensing, and
structuring and securing various forms of financing. Mr. Katz has been President
of Steven Katz & Associates, Inc. since 1982. From January 2000 to October 2001,
Mr. Katz was also President and Chief Operating Officer of Senesco Technologies,
Inc., an American Stock Exchange company engaged in the identification and
development of proprietary gene technology with application to human, animal and
plant systems. From 1983 to 1984 he was a co-founder and Executive Vice
President of S.K.Y. Polymers, Inc., a bio-materials company. Prior to this, Mr.
Katz was Vice President and General Manager of a non-banking division of
Citicorp. From 1976 to 1981 he held various senior management positions at
National Patent Development Corporation, including President of three
subsidiaries. Prior positions were with Revlon, Inc. (1975) and Price Waterhouse
& Co. (1969 to 1974). Mr. Katz received a Bachelors of Business Administration
degree in Accounting from the City College of New York in 1969. He is presently
a member of the Boards of Directors of Biophan Technologies, Inc. and USA
Technologies, Inc. and several private companies.

         Batsheva Schreiber is President and CEO of CareManagers Inc., a health
care advocacy and consulting company focusing on supporting individuals and
their families in all aspects of services during changes in health status. Ms.
Schreiber has been President and CEO of CareManagers Inc. since 1998. From 1996
to 1997, Ms. Schreiber was Director of Operations at Master Care, a case
management company that focused on efficiency and quality care in the workers
compensation and group health areas. From 1994 to 1996 Ms. Schreiber was a
co-founder and principal of Revival Home Health Care, a certified home care
company serving the Metropolitan New York City area. Other home care experience

                                       30

<PAGE>

includes senior positions at Olsten KQC (1992 to 1994) and Nursefinders (1988 to
1992). From 1970 to 1988, Ms. Schreiber established and developed various
medical programs and services at Ohel Children's Home & Family Services in New
York City. Prior experience includes medical/surgical nursing and in-patient
psychiatry (1966 to 1970) at Maimonides Medical Center in New York. Ms.
Schreiber is a Registered Nurse in New York and New Jersey and has her BSN from
the University of the State of New York. She is active in various community
programs and is a member of several company Boards of Directors.

         Susan Baxter Gibson is our Vice President and Chief Financial Officer.
She served as a Branch Manager of Advanced Home Care, a home health, infusion
and durable medical provider, from January 2001 through September 2003. From
February 1999 to January 2001, she was a financial consultant with Dixon Odom
P.L.C. from February 1998 to January 1999; Ms. Gibson was Chief Financial
Officer of Baptist Hospital Home Care, a subsidiary of the Wake Forest
University Medical Center. While she was there she also served as Interim Agency
Director. From June 1992 to February 1998 Mrs. Gibson was the Chief Financial
Officer/Vice President Finance at the Visiting Nurse Association of the Treasure
Coast. Susan's experience includes budgeting, creating internal policies and
procedures, home health care financial and operational management and strategic
planning. Prior to serving at the Visiting Nurse Association of the Treasure
Coast, she was with Greenwich International and Edwards & Curtis, certified
public accountants. Mrs. Gibson holds a Bachelor of Business Administration in
Accounting (1992) and a Masters of Business Administration degree from the
University of Central Florida (1997). She is a CPA (North Carolina).

Committees of the Board of Directors

         Audit Committee

         The Audit Committee, which currently consists of Steven Katz and
Batsheva Schreiber, reviews the professional services provided by our
independent auditors, the independence of our auditors from our management, our
annual financial statements and our system of internal accounting controls. Mr.
Katz is considered by us to be a "financial expert." The Audit Committee also
reviews other matters with respect to our accounting, auditing and financial
reporting practices and procedures as it may find appropriate or may be brought
to its attention. The Company's board of directors has adopted a written Charter
of the Audit Committee. Ms. Schreiber, a member of the Audit Committee, is
deemed independent, as defined in the National Association of Securities
Dealers' listing standards. The Audit Committee met on four occasions during the
year ended December 31, 2003.

         Compensation Committee

         We do not have a formal compensation committee. The board of directors,
acting as a compensation committee, periodically meets to discuss and deliberate
on issues surrounding the terms and conditions of executive officer
compensation, including base salaries, bonuses, awards of stock options and
reimbursement of certain business related costs and expenses.

         Nominating Committee

         We do not have a formal nominating committee. The board of directors,
acting as a nominating committee, recommends candidates who will be nominated as
management's slate of directors at each annual meeting of shareholders.

         In May 2004, the Board adopted a general policy setting forth
qualifications of directors, procedures for identification and evaluation of
candidates for nomination, and procedures for recommendation of candidates by
shareholders. A candidate for director should meet the following criteria:

          o    Must,  above  all,  be of  proven  integrity  with  a  record  of
               substantial achievement.

          o    Must have  demonstrated  ability and sound  judgment that usually
               will be based on broad experience.

          o    Must be able and willing to devote the required amount of time to
               our affairs, including attendance at Board and committee meetings
               and the annual shareholders' meeting.

          o    Must possess a judicious and somewhat  critical  temperament that
               will  enable  objective   appraisal  of  management's  plans  and
               programs.

          o    Must  be  committed  to our  company  building  sound,  long-term
               growth.

                                       31

<PAGE>

         Other than the foregoing, the Board does not believe there is any
single set of qualities or skills that an individual must possess to be an
effective director or that it is appropriate to establish any specific, minimum
qualifications for a candidate for election as a director. Rather, the Committee
will consider each candidate in light of the strengths of the other members of
the board of directors and the needs of the Board and our company at the time of
the election. The board of directors will also consider candidates for directors
nominated by shareholders.

Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to us under Rule 16a-3(d) of the Exchange Act, we are not aware of any
person that failed to file on a timely basis, as disclosed in the aforementioned
Form, reports required by Section 16(a) of the Exchange Act during the fiscal
year ended December 31, 2003.

Code of Ethics

         During the year ended December 31, 2003, we adopted a Code of Ethics.
The code applies to our officers and directors. The code provides written
standards that are designed to deter wrongdoing and promote: (1) honest and
ethical conduct; (2) full, fair, accurate, timely and understandable disclosure;
(3) compliance with applicable laws and regulations; (4) prompt reporting of
internal violations of the code; and (5) accountability for the adherence to the
code.

Item 10.   Executive Compensation.

Summary Compensation Table

         The following table shows, for the year ended December 31, 2002 and
December 31, 2003, the cash and other compensation paid to our President, Chief
Executive Officer and each other executive officer whose annual compensation was
$100,000 or more.

<TABLE>
<CAPTION>

                                                                                          Long Term
                                                        Annual Compensation              Compensation

                                                                              Other                            All Other
                                                Salary        Bonus         Compensation    Securities       Compensation
Name and Principal Position             Year     (US$)        (US$)           (US$)          Options              (US$)
---------------------------             ----     -----        ------          -----          -------              -----
<S>                                     <C>      <C>            <C>            <C>              <C>               <C>
B. M. Milvain, President and Acting     2003     150,000        0              0                0                 0
Chief Executive Officer(1)              2002     150,000        0              0                0                 0

J. Rockwell Smith, President and        2002        0           0              0                0                 0
Acting Chief Executive Officer(2)

Dale F. Miller, President and Chief     2002        0           0              0                0                 0
Executive Officer(3)

</TABLE>

(1) Appointed to serve as president effective October 24, 2002.
(2) Served from July 1, 2002 until October 24, 2002.
(3) Resigned effective July 1, 2002.

                                       32

<PAGE>

Option/SAR Grants Table

         We have not granted any options to purchase shares of common stock from
our inception through December 31, 2003. Effective July 6, 2004, we issued an
aggregate of 485,000 incentive stock options under the Plan to 44 employees of
our company. In addition, we issued non-qualified stock options to purchase
150,000 shares of our common stock under the Plan to B.M. Milvain. We issued an
additional 67,000 options to 14 employees on August 3, 2004. All options have an
exercise price of $1.00 per share and vest to the extent of 25% of the
respective aggregate granted for each twelve continuous months of employment by
our company subsequent to January 1, 2004. The options terminate upon the
earlier of June 1, 2009 or as provided under the Plan. In addition, effective
July 6, 2004, we granted B.M. Milvain 150,000 shares of our common stock under a
restricted stock agreement pursuant to the Plan. If on any date prior to June 1,
2010 we file audited financial statements with the SEC for a calendar year that
sets forth both $10,000,000 or more of revenues and $2,000,000 or more in
operating income, Mr. Milvain shall receive these shares.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

         We did not grant any options to purchase shares of common stock from
our inception through December 31, 2003.

2003 Management and Director Equity Incentive and Compensation Plan

         In May 2003 we adopted the 2003 Management and Director Equity
Incentive and Compensation Plan. The purpose of the Plan is to advance our
interests and those of our shareholders by providing a means of attracting and
retaining key employees, directors and consultants. In order to serve this
purpose, we believe this Plan encourages and enables key employees, directors
and consultants to participate in our future prosperity and growth by providing
them with incentives and compensation based on our performance, development and
financial success. Participants in the Plan may include our officers, directors,
other key employees and consultants who have responsibilities affecting our
management, development or financial success.

         We initially reserved an aggregate of 3,300,000 shares of common stock
for issuance under the Plan, but subsequently reduced the number of shares to
1,000,000. Our board of directors (or at their discretion a committee of our
board members) administers the Plan including, without limitation, the selection
of recipients of awards under the Plan, the granting of stock options,
restricted share or performance shares, the determination of the terms and
conditions of any such awards, the interpretation of the Plan and any other
action they deem appropriate in connection with the administration of the Plan.

         Awards may be made under the Plan in the form of Plan options, shares
of our common stock subject to a vesting schedule based upon certain performance
objectives ("performance shares") and shares subject to a vesting schedule based
on the recipient's continued employment ("restricted shares"). Plan options may
either be options qualifying as incentive stock options under Section 422 of the
IRS Code, or options that do not so qualify. Any incentive stock option granted
under our Plan must provide for an exercise price of not less than 100% of the
fair market value of the underlying shares on the date of such grant, but the
exercise price of any incentive option granted to an eligible employee owning
more than 10% of our common stock must be at least 110% of such fair market
value as determined on the date of the grant. Only persons who are our officers
or other key employees are eligible to receive incentive stock options and
performance share grants. Any non-qualified stock option granted under our Plan
must provide for an exercise price of not less than ninety percent (90%) of the
fair market value of the underlying shares on the date of such grant.

         The term of each Plan option and the manner in which it may be
exercised is determined by the Board of Directors, provided that no Plan option
may be exercisable more than three years after the date of its grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of our common stock, no more than five years after the date of the grant. The
exercise price of the stock options may be paid in either:

          o    cash, or

          o    delivery of unrestricted shares of our common stock having a fair
               market value on the date of delivery equal to the exercise price,
               or

          o    surrender  of shares of our  common  stock  subject  to the stock
               option which has a fair market value equal to the total  exercise
               price at the time of exercise, or

          o    a combination of the foregoing methods.

                                       33

<PAGE>

         All Plan options are non-assignable and nontransferable, except by will
or by the laws of descent and distribution and, during the lifetime of the
optionee, may be exercised only by such optionee. At the discretion of the board
of directors, it may approve the irrevocable transfer, without payment, of
non-qualified options to the option holder's spouse, children, grandchildren,
nieces or nephews, or to the trustee of a trust for the principal benefit of one
or more such persons, or to a partnership whose partners are one or more of such
persons. If an optionee's employment is terminated for any reason, other than
due to his or her death, disability or termination for cause, or if an optionee
is not our employee but is a member of our board of directors and his or her
service as a director is terminated for any reason, other than due to his or her
death or disability, the Plan option granted may be exercised on the earlier of
the expiration date or 90 days following the date of termination. If the
optionee dies during the term of his or her employment, the Plan option granted
to him or her shall lapse to the extent unexercised on the earlier of the
expiration date of the Plan option or the date one year following the date of
the optionee's death. If the optionee's employment, membership on the board of
directors or engagement as a consultant terminates by reason of the optionee's
retirement, then the Plan option granted may be exercised until the earlier of
90 days following the date of termination or the expiration date. If the
optionee is permanently and totally disabled within the meaning of Section
22(c)(3) of the IRS Code, the Plan option granted to him or her lapses to the
extent unexercised on the earlier of the expiration date of the option or one
year following the date of such disability.

         At the time of the restricted share grant, the board of directors may
determine the vesting schedule of such shares and that after vesting, such
shares may be further restricted as to transferability or be subject to
repurchase by us or forfeiture upon the occurrence of certain events. Awards of
restricted shares must be accepted by the participant within 30 days of the
grant.

         At the time of the award of performance shares, the board of directors
shall establish a range of performance goals to be achieved during the
performance period, including, without limitation, earnings, return on capital,
or any performance goal approved by our shareholders in accordance with Section
162(m) of the IRS Code. Attainment of the highest performance goal for the
performance period will earn 100% of the performance shares awarded for the
performance period; failure to attain the lowest performance goal will result in
the participant earning no performance shares. Attainment of the performance
goals will be calculated from our financial statements, excluding changes in
federal income tax rates and the effect of non-recurring and extraordinary
items. The performance goals may vary for difference performance periods and
need not be the same for each participant receiving an award during a
performance period.

         If the participant's employment by us, membership on our board of
directors, or engagement by us as a consultant is terminated before the end of
any performance period, or upon the participant's death, retirement or
disability, the board of directors, taking into consideration the performance of
such participant and our performance over the performance period, may authorize
the issuance to the participant or his or her legal representative or designated
beneficiary all or a portion of the performance shares which would have been
issued to him or her had the participant's employment, board membership or
consulting engagement continued to the end of the performance period. If the
participant's employment, board membership or consulting engagement terminates
before the end of the performance period for any other reason, all performance
shares are forfeited.

         Notwithstanding the foregoing, but subject to any shareholder approval
or other requirements of Section 162(m) of the IRS Code, the board of directors
in its discretion and as determined at the time of award of the performance
shares, may provide the participant with the option of receiving cash in lieu of
the performance shares in an amount determined at the time of award including,
without limitation, by one or more of the following methods:

     o    the  fair  market  value  of  the  number  of  shares  subject  to the
          performance shares agreement on the date of award, or

     o    part or all of any  increase in the fair market value since such date,
          or

     o    part or all of any  dividends  paid or payable on the number of shares
          subject to the performance share agreement, or

     o    any other amounts which in the board's sole  discretion are reasonably
          related to the achievement of the applicable performance goals, or

     o    any combination of the foregoing.

                                       34

<PAGE>

         The purchase price for restricted shares or performance shares granted
under the Plan shall be set by the board of directors but may not be less than
par value. Payment of the purchase price for the restricted or performance
shares may be made in either,

     o    cash, or

     o    by delivery of  unrestricted  shares of our common stock having a fair
          market value on the date of such delivery  equal to the total purchase
          price, or

     o    a combination of either of these methods.

         The restricted stock awards, performance stock awards and stock options
are subject to accelerated vesting in the event of our change of control. We
may, at our option, terminate all unexercised stock options 30 days after a
change in control and pay to the participant holding these unexercised options
cash in an amount equal to the difference between fair market value and the
exercise price of the stock option. If the fair market value is less than the
exercise price, we may terminate the options without payment to the holder. The
per share purchase price of shares subject to Plan options granted under the
Plan or related to performance share awards or restricted share awards may be
adjusted in the event of certain changes in our capitalization, but any such
adjustment shall not change the total purchase price payable upon the exercise
in full of such option or award. No participant in our Plan has any rights as a
shareholder until the shares subject to the Plan options or stock awards have
been duly issued and delivered to him or her.

         We have an option to purchase any shares of our common stock which have
been issued to Plan participants pursuant to restricted stock awards,
performance stock awards or stock options if the participant ceases to be our
employee, a member of our board of directors or a consultant to us for any
reason. We must exercise our repurchase right at the time of termination. The
purchase price for any shares we repurchase will be equal to the fair market
value of the our total shareholder's equity divided by the total outstanding
shares of our common stock on the last day of that calendar month, calculated on
a fully-diluted basis. If we exercise our repurchase right, we must close the
transaction within 20 days from the termination date. At closing, we are
entitled to delivery a one-year promissory note as payment for the purchase
price or, at our option, we may pay same in cash at closing.

         We also have a right of first refusal to meet the offer if the holder
of any shares of our common stock awarded or issued pursuant to our Plan desires
to sell such shares to a third party.

         The board of directors may amend, suspend or terminate our Plan at any
time, except that no amendment shall be made which:

     o    increases  the total  number of shares  subject to the Plan or changes
          the minimum  purchase  price  therefore  (except in either case in the
          event of adjustments due to changes in our capitalization), or

     o    affects outstanding Plan options or any exercise right thereunder, or

     o    extends the term of any Plan option beyond 10 years, or

     o    extends the termination date of the Plan.

         Unless the Plan shall be earlier suspended or terminated, the Plan
shall terminate on May 3, 2013.

                                       35

<PAGE>

Recent Issuances Under the Plan

         Effective July 6, 2004, we issued an aggregate of 485,000 incentive
stock options under the Plan to 44 employees of our company. In addition, we
issued non-qualified stock options to purchase 150,000 shares of our common
stock under the Plan to B.M. Milvain, our Chief Executive Officer. We issued an
additional 67,000 options to 14 employees on August 3, 2004. All options have an
exercise price of $1.00 per share and vest to the extent of 25% of the
respective aggregate granted for each twelve continuous months of employment by
our company subsequent to January 1, 2004. The options terminate upon the
earlier of June 1, 2009 or as provided under the Plan. In addition, effective
July 6, 2004, we granted B.M. Milvain 150,000 shares of our common stock under a
restricted stock agreement pursuant to the Plan. If on any date prior to June 1,
2010 we file audited financial statements with the SEC for a calendar year that
sets forth both $10,000,000 or more of revenues and $2,000,000 or more in
operating income, Mr. Milvain shall receive these shares.

Director Compensation

         All directors, other than our officers, receive an annual fee of
$5,000. We do not pay fees to directors for their attendance at meetings that
are not executive officers of the board of directors or of committees; however,
we may adopt a policy of making such payments in the future. We will reimburse
out-of-pocket expenses incurred by directors in attending Board and committee
meetings.

Employment and Consulting Agreements

         We have no employment contracts with any of our officers or directors
and maintain no retirement, fringe benefit or similar plans for the benefit of
our officers or directors. We may, however, enter into employment contracts with
our officers and key employees, adopt various benefit plans and begin paying
compensation to our officers and directors as we deem appropriate to attract and
retain the services of such persons. During the fiscal year ended December 31,
2003, there were no outstanding stock options. Also during such fiscal year, no
long-term incentive plans or pension plans were in effect with respect to any of
our officers, directors or employees.

Limitation of Liability

         Pursuant to the Nevada Revised Statutes, we have the power to indemnify
any person made a party to any lawsuit by reason of being our director or
officer, or serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
our company pursuant to the foregoing provisions, or otherwise, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

         Our bylaws provide that we shall indemnify our directors and officers
to the fullest extent permitted by Nevada law.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         As of November 3, 2004, there were 11,046,780 shares of our common
stock issued and outstanding. The following table sets forth, as of the close of
business on November 3, 2004, (1) the name and number of shares of each person
known by us to be the beneficial owner of more than 5% of the class of stock;
and (2) the number of shares of these securities owned by each director and all
officers and directors as a group, together with their respective percentage
holdings of such shares. Beneficial ownership is determined in accordance with
the rules of the SEC, and generally includes voting or investment power with
respect to securities, and includes any securities, which the person has the
right to acquire within 60 days of the date of the filing of this report. Unless
otherwise indicated, the address for each person is 405 Reo Street, Suite 300,
Tampa, Florida 33609.

                                       36

<PAGE>

                                     Shares                     Percent of
Name                           Beneficially Owned         Shares Outstanding

Stanford Venture Capital
   Holdings, Inc. (1)                9,338,177                           82.0%
B. M. Milvain (2)                      213,882                            2.0%
Steven Katz                                  0                              0%
Batsheva Schreiber                           0                              0%
Susan Baxter Gibson                          0                              0%

All executive officers and
directors as a group
(4 persons)                            213,882                            2.0%
------------
(1)  Beneficial  shareholder  is R.  Allen  Stanford.  Business  address is 5050
     Westheimer Road, Houston, Texas 77056.
(2)  Includes  150,000  shares of common  stock  subject to a  restricted  stock
     agreement.

Securities Authorized for Issuance Under Equity Compensation Plans

         The table below provides information pertaining to all compensation
plans under which equity securities of our company are authorized for issuance
as of December 31, 2003:

<TABLE>
<CAPTION>


                                                                                           Number of securities
                                       Number of securities                               remaining available for
                                         to be issued upon         Weighted-average        future issuance under
                                            exercise of            exercise price of        equity compensation
                                       outstanding options,      outstanding options,   plans (excluding securities
                                        warrants and rights       warrants and rights     reflected in 1st column
-------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                             <C>
Equity compensation plans
   approved by security holders                  0                         --                    1,000,000

Equity compensation plans not
   approved by security holders                  None                      N/A                   N/A

       Total                                     0                                               1,000,000

</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On October 22, 2002 we consummated an agreement and plan of merger with
PAL. Pursuant to the merger agreement, PAL was merged into our wholly-owned
subsidiary, HQS, which survived as our wholly owned subsidiary. At the closing
of the merger on October 24, 2002, the issued and outstanding units of PAL were
surrendered in exchange for an aggregate of 1,071,429 shares of our common stock
and the separate corporate existence of PAL terminated. An additional 237,399
shares were issued to Deluxe Investment Company as consideration for $474.80.
Stanford, the majority interest holder of PAL, received 957,921 of the shares of
common stock issued pursuant to the merger agreement. On the closing date of the
merger agreement, the existing directors and officers of our company resigned
and new officers and directors were designated in accordance with the merger
agreement.

         Pursuant to a securities purchase agreement dated October 22, 2002,
Stanford made an aggregate cash investment of $2,200,000 in our company, in
several tranches. For its aggregate investment, Stanford received 1,880,341
shares of Series A preferred stock (subject to anti-dilution provisions),
convertible into 940,171 shares of our common stock and warrants exercisable to
purchase an aggregate of 940,171 shares of common stock. Each share of Series A
preferred stock had ten votes, voting together with our common stock on all
matters submitted for a vote. Each warrant had an exercise price of $1.17 per
share. The warrants were immediately exercisable and expire five years after
their initial dates of issuance. Stanford assigned its rights to an aggregate of
half of the warrants to several of its employees.

                                       37

<PAGE>

         Pursuant to a securities purchase agreement dated April 30, 2003,
Stanford made an aggregate investment of $2,000,000 in our company, in several
tranches. The investment was in the form of Series B $0.80 convertible preferred
stock of our company, convertible into 6,250,000 shares of our common stock. The
shares of Series B preferred stock were issued and sold in various tranches on
eight monthly closing dates, commencing on May 19, 2003.

         As additional consideration under the April 30, 2003 securities
purchase agreement, we agreed to reprice the exercise price of the 940,171
warrants issued to Stanford and its assignees pursuant to the securities
purchase agreement dated October 15, 2002. Pursuant to an Instrument of Warrant
Repricing, the exercise price of each share of common stock underlying the
warrants was reduced to $0.001 per share. The warrants were exercised on May 12,
2003 and the warrant holders received an aggregate of 940,171 shares of common
stock.

         On July 6, 2004, Stanford exercised its right to convert all of the
outstanding Series A preferred stock and Series B preferred stock into shares of
common stock.

         We granted to Stanford and its affiliates certain registration rights
under certain registration rights agreements (as amended) with respect to the
Series A and Series B preferred stock and shares of common stock underlying the
warrants described above and the shares of common stock it owns. No later than
December 31, 2004, we were required to file an SB-2 Registration Statement under
the Securities Act covering all of the shares of common stock underlying the
Series A and Series B preferred stock and warrants. Stanford has waived its
registration rights.

         On July 6, 2004, HQS entered into a $1,600,000 loan and security
agreement with Stanford. Under this agreement, interest accrues at the rate of
8% per annum and principal matures and becomes payable three years from the date
of the loan. The loan is secured by a security interest in all of the assets of
the Company and HQS and a corporate guaranty that has been executed in favor of
Stanford. As of September 30, 2004, Stanford had advanced us $900,000 (including
$400,000 advanced on June 30, 2004 to satisfy a $400,000 assumed liability owed
to the Internal Revenue Service by our predecessor).

         As of November 15, 2004, we had borrowed $1,050,000 and the balance of
$550,000 was available to us. Previously, certain draws under the loan and
security agreement were subject to our achieving adjusted consolidated EBITDA;
however, Stanford subsequently waived the requirement.

         Additionally, as consideration for entering into the loan and security
agreement, Stanford received warrants to purchase an aggregate of 720,000 shares
of our common stock. The exercise price of the warrants is $0.001 per share and
the warrants expire on June 30, 2009. Stanford has assigned 360,000 warrants to
four of its employees pursuant to a warrant assignment agreement. We are
obligated to register the shares of common stock underlying the warrants
pursuant to a registration rights agreement. The warrants issued to the
employees were exercised on August 12, 2004.

         Provider Solutions Corp., one of our predecessor companies, engaged
Steven Katz, currently one of our directors, for management advisory services on
an arms-length basis. This arrangement was confirmed from September 2002 to
March 31, 2003 by HQS, our wholly-owned subsidiary. Mr. Katz was paid a fee of
$10,000 per month, plus expenses during the period that he provided these
services.

         We have adopted a policy whereby all transactions between us and one or
more of our affiliates must be approved in advance by a majority of our
disinterested directors.

                                       38

<PAGE>

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

Exhibit No.    Description of Document

   2.1         Agreement  and Plan of Merger  dated as of October 16, 2002 among
               the Company,  certain principal  shareholders of the Company, HQS
               and PAL (1)

   3.0         Certificate  of  Incorporation  and Change of Domicile  (filed on
               Definitive  Proxy  Statement  with the  Securities  and  Exchange
               Commission on August 23, 2001)

   3.1         Certificate   of   Amendment   to  the   Company's   Articles  of
               Incorporation (effectuating the Reverse Stock Split) (1)

   3.2         Certificate   of   Amendment   to  the   Company's   Articles  of
               Incorporation (designation of Series A Preferred Stock) (1)

   3.3         Certificate   of   Amendment   to  the   Company's   Articles  of
               Incorporation (name change) (2)

   3.4         Certificate of Designation of Series B Preferred Stock (3)

   3.5         Certificate   of   Amendment   to  the   Company's   Articles  of
               Incorporation  (increasing  the  authorized  number  of shares of
               common stock and Preferred Stock) (4)

   3.6         Certificate   of   Amendment   to  the   Company's   Articles  of
               Incorporation (effectuating the Reverse Stock Split) (7)

   3.7         Bylaws (9)

   4.1         2003 Management and Director Equity Incentive  Compensation  Plan
               (4)

  10.1         Securities  Purchase  Agreement  dated as of October 16, 2002, by
               and among the  Company,  certain  principal  shareholders  of the
               Company and Stanford (1)

  10.2         Form of Warrant Agreement and Warrant Assignment Form (1)

  10.3         Registration  Rights Agreement dated as of October 22, 2002 among
               the Company,  Stanford,  Daniel Boger, Ronald Stein,  Osvaldo Pi,
               William Fusselmann and Deluxe Investment Company (1)

  10.4         Equity  Financing  Commitment  Letter dated October 22, 2002 from
               Stanford to the Company (1)

  10.5         March 25, 2004 Amendment to Registration Rights Agreement,  dated
               October 22, 2002, as amended (6)

  10.6         Securities Purchase Agreement (Series B Preferred Stock) dated as
               of April 30, 2003, among the Company and Stanford Venture Capital
               Holdings, Inc. (3)

  10.7         Instrument of Warrant Repricing dated April 30, 2003 (3)

  10.8         Registration  Rights  Agreement  dated as of April 30, 2003 among
               the Company and Stanford Venture Capital Holdings, Inc. (3)

  10.9         March 25, 2004 Amendment to Registration Rights Agreement,  dated
               April 30, 2003, as amended (6)

  10.10        Loan and Security Agreement dated July 6, 2004(8)

  10.11        Warrant Purchase Agreement dated July 6, 2004(8)

  10.12        Amended and Restated Investor  Relations  Agreement with American
               Capital Ventures, Inc., dated August 5, 2004 (filed herein)

  10.13        Registration Rights Agreement dated July 6, 2004(8)

  10.14        Warrant Assignment Agreement dated July 6, 2004(8)

  10.15        Escrow Agreement with Deluxe Investment Company (9)

  10.16        Deluxe Investment Company Purchase Agreement (9)

                                       39

<PAGE>

  10.17        First Amendment to Loan and Security Agreement (9)

  10.18        Qwest Hosting Services Agreement (9)

  14.0         Code of Ethics (6)

  16.1         Letter from Rogoff & Company (former independent accountant) (5)

  31.1         Rule  13a-14(a)/15d-4(a)  Certification  of  Principal  Executive
               Officer

  31.2         Rule 13a-14(a)/15d-4(a)  Certification  of  Principal  Financial
               Officer

  32.1         Section 1350 Certification of Principal Executive Officer

  32.2         Section 1350 Certification of Principal Financial Officer

(1)  Previously  filed on Form  8-K  Current  Report  with  the  Securities  and
     Exchange Commission on November 1, 2002.

(2)  Previously filed on the Company's Definitive Information Statement with the
     Securities and Exchange Commission on November 15, 2002.

(3)  Previously  filed on Form  8-K  Current  Report  with  the  Securities  and
     Exchange Commission on May 15, 2003.

(4)  Previously  filed within the  Company's  Definitive  Information  Statement
     filed with the Securities and Exchange Commission on June 3, 2003.

(5)  Previously  filed on Form 8-K/A  Current  Report  with the  Securities  and
     Exchange Commission on February 17, 2004.

(6)  Previously  filed on the  Company's  Form 10-KSB Annual Report for the year
     ended December 31, 2003.

(7)  Previously filed on the Company's Definitive Information Statement with the
     Securities and Exchange Commission on June 17, 2004.

(8)  Previously  filed on Form  8-K  Current  Report  with  the  Securities  and
     Exchange Commission on July 6, 2004.

(9)  Previously  filed on Form SB-2 with the Securities and Exchange  Commission
     on July 8, 2004.

     During the  fourth  quarter  of the  period  covered  this by  report,  the
     following report on Form 8-K was filed:

         On October 2, 2003, we filed a Form 8-K Current Report disclosing under
Item 5 that (1) effective October 1, 2003, Kimberly Richards and our company
mutually agreed to terminate her employment as our principal financial officer,
secretary and assistant treasurer; and (2) effective October 1, 2003, Ms. Susan
Baxter Gibson replaced Ms. Richards as our principal financial officer,
secretary and assistant treasurer.

         Subsequent to the period covered by this report, on February 17, 2004,
we filed a Form 8-K Current Report, disclosing under Item 4, that effective
February 17, 2004, Rogoff & Company, P.C. resigned as the principal accountants
to audit our financial statements and that effective February 17, 2004, we
engaged the accounting firm of Sherb & Co., LLP as our new independent
accountants to audit our financial statements for the fiscal year ending
December 31, 2003.

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees to Auditors.

Year ended December 31, 2003

         Audit Fees: The aggregate fees, including expenses, billed by our
principal accountant in connection with the audit of our consolidated financial
statements for the most recent fiscal year and for the review of our financial
information included in our Annual Report on Form 10-KSB; and our quarterly
reports on Form 10-QSB during the fiscal year ending December 31, 2003 was
$31,000.

         Audit Related Fees: The aggregate fees, including expenses, billed by
our principal accountant for services reasonably related to the audit for the
year ended December 31, 2003 were $22,000.

                                       40

<PAGE>

         All Other Fees: The aggregate fees, including expenses, billed for all
other services rendered to us by our principal accountant during year 2003 was
$-0-.

Year ended December 13, 2002

         Audit Fees: The aggregate fees, including expenses, billed by our
principal accountant in connection with the audit of our consolidated financial
statements for the fiscal year ended December 31, 2002 and for the review of our
financial information included in our Annual Report on Form 10-KSB; and our
quarterly reports on Form 10-QSB during the fiscal year ending December 31, 2002
was $28,183.

         Audit Related Fees: The aggregate fees, including expenses, billed by
our principal accountant for services reasonably related to the audit for the
year ended December 31, 2002 were $28,813.

         All Other Fees: The aggregate fees, including expenses, billed for all
other services rendered to us by our principal accountant during year 2002 was
$-0-.

         Our board of directors has considered whether the provisions of the
services covered above under the captions "Financial Information Systems Design
and Implementation Fees" and "All Other Fees" is compatible with maintaining the
auditor's independence.


                                       41

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


Dated: February 14 2005


                                           HEALTH SYSTEMS SOLUTIONS, INC.

                                           /s/ B. M. Milvain
                                           -----------------------------------
                                           B. M. Milvain, President
                                           Chief Executive Officer
                                           (Principal Executive Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on February 14, 2005.


SIGNATURE                           TITLE


/s/ B. M. Milvain                   Principal Executive Officer, President
---------------------------         and Director
B. M. Milvain


/s/ Susan Baxter Gibson             Principal Financial Officer
---------------------------
Susan Baxter Gibson


/s/ Steven Katz                     Director
---------------------------
Steven Katz


/s/ Batsheva Schreiber              Director
---------------------------
Batsheva Schreiber