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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM 10-KSB
                                   (Mark One)
       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002
                                       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.)

             200 South Hoover Blvd., Bldg. 205, 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, $320,302 for the 12
months ended December 31, 2002

The aggregate market value of Common Shares held by non-affiliates of the
registrant (343,140 shares), as of March 14, 2003, was $3,431.40.

The number of Common Shares outstanding on March 1, 2003, was 3,642,857.

Documents Incorporated By Reference: Not Applicable.

Transitional Small Business Disclosure Form (check one):  Yes [  ] No [X]
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                         HEALTH SYSTEMS SOLUTIONS, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                                                                 Page
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<S>             <C>                                                                                              <C>
PART I          ..............................................................................................    4
   Item 1.      Business......................................................................................    4
   Item 2.      Properties....................................................................................    17
   Item 3.      Legal Proceedings.............................................................................    17
   Item 4.      Submission of Matters to a Vote of Security Holders...........................................    17
PART II         ..............................................................................................    19
   Item 5.      Market for the Registrant's Common Stock and Related
                Stockholder Matters...........................................................................    19
   Item 6.      Management's Discussion and Analysis of Financial Condition and
                Results of Operations.........................................................................    20
   Item 7.      Financial Statements..........................................................................    25
   Item 8.      Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure..........................................................................    25
PART III        ..............................................................................................    26
   Item 9.      Directors and Executive Officers of the Registrant............................................    26
   Item 10.     Executive Compensation........................................................................    29
   Item 11.     Security Ownership of Certain Beneficial Owners and Management and
                Related Stockholder Matters...................................................................    31
   Item 12.     Certain Relationships and Related Transactions................................................    32
PART IV         ..............................................................................................    33
   Item 13.     Exhibits, Lists, and Reports on Form 8-K......................................................    33
   Item 14.     Controls and Procedures.......................................................................    34

SIGNATURES      ..............................................................................................    35
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                    CAUTIONARY NOTE REGARDING FORWARD-LOOKING
                           STATEMENTS AND RISK FACTORS

         This discussion in this annual report regarding Health Systems
Solutions and our business and operations contains "forward-looking statements."
These forward-looking statements use words such as "believes," "intends,"
"expects," "may," "will," "should," "plan," "projected," "contemplates,"
"anticipates," or similar statements. These statements are based on our beliefs,
as well as assumptions we have used based upon information currently available
to us. Because these statements reflect our current views concerning future
events, these statements involve risks, uncertainties and assumptions. Actual
future results may differ significantly from the results discussed in the
forward-looking statements. A reader, whether investing in our common stock or
not, should not place undue reliance on these forward-looking statements, which
apply only as of the date of this annual report.

         When used in this annual report on Form 10-KSB, "Health Systems
Solutions," "the Company," "we," "our," and "us" refers to Health Systems
Solutions, Inc. and our subsidiaries.

































                                       3
<PAGE>
                                     PART I
Item 1.  Business.

General

         Health Systems Solutions, Inc. ("the Company"), through its
wholly-owned subsidiary, Healthcare Quality Solutions, Inc., a Florida
corporation ("HQS") develops proprietary software that is accessed through the
Internet for use by home healthcare providers throughout the United States of
America to assist in streamlining Federal and State reporting, data collection
and submission, improve reimbursement rates, ensure regulatory compliance, and
provide decision support data to improve clinical practice and patient outcomes.
We price our services on a transaction fee and on a subscription fee basis. We
currently have approximately 275 customers with over 400 sites.

         Our executive offices are located at 200 South Hoover Blvd., Building
205, Tampa, Florida 33609. Our telephone number is 813-282-3303. Our website is
www.hqsonline.com.

         The Company was incorporated under the laws of the state of Idaho in
June 1971. In 2001 the Company amended its articles of incorporation for the
purposes of changing its state of incorporation to Nevada. During November 2002
we changed our name from Silver Key Mining Company, Inc. to Health System
Solutions, Inc.

Recent Reorganization

         On October 22, 2002 the Company and HQS consummated an Agreement and
Plan of Merger (the "Merger Agreement") with Provider Acquisition, LLC, a
Florida limited liability company ("PAL") organized in June 2002. Certain of our
principal stockholders ("Principal Stockholders") were also parties to the
Merger Agreement. Pursuant to the Merger Agreement, PAL was merged into HQS,
which survived as the Company's wholly owned subsidiary. At the closing of the
merger on October 24, 2002 ("Closing Date"), the issued and outstanding units of
PAL were surrendered in exchange for an aggregate of 2,142,857 shares of the
Company's common stock and the separate corporate existence of PAL terminated.
Stanford Venture Capital Holdings, Inc. ("Stanford"), the majority interest
holder of PAL, received 1,915,842 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 the Company resigned and new officers and directors were designated
in accordance with the Merger Agreement.

         Pursuant to a Securities Purchase Agreement ("Securities Purchase
Agreement") dated October 22, 2002, Stanford has made an aggregate cash
investment of $2,200,000 (the "Investment") in the Company. The Investment is in
the form of Series A Convertible Preferred Stock and Warrants of the Company.
For its aggregate investment, Stanford has received 1,880,342 shares of Series A
Preferred Stock (subject to anti-dilution provisions), convertible into
1,880,342 shares of common stock of the Company at a conversion price of $1.17
per share and 1,880,342 Warrants exercisable to purchase an aggregate of
1,880,342 shares of common stock. Each share of Series A Preferred Stock has ten
votes, voting together with the Company's common stock on all matters submitted

                                       4
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for a vote. Each Warrant gives the holder the right to acquire one share of the
Company's common stock at an exercise price of $1.17 per share. The Warrants are
immediately exercisable and expire five years after their initial dates of
issuance. Stanford has assigned its rights to an aggregate of 50% of the
Warrants to several of its employees.

         The Company granted to Stanford certain registration rights under a
Registration Rights Agreement with respect to the Series A Preferred Stock, the
Warrants and the shares of common stock issued to Stanford in connection with
the Merger. No later than December 31, 2003, the Company is required to file
Form SB-2 Registration Statement under the Securities Act of 1933 covering all
of the shares of Common Stock purchased by Stanford and its assigns, including
shares that may be received through the exercise of Warrants or the conversion
of the Series A Preferred Stock. In the event a filing is not timely made, the
Company will issue Stanford and certain other parties to the agreement, as a
penalty, additional warrants equal to 10% of the warrants originally issued for
every fiscal quarter the filing is not made. Stanford also has "piggy back"
registration rights.

         Stanford has also agreed to commit an additional $2.4 million to the
Company, subject to the satisfaction of certain conditions, to finance
acquisitions and to satisfy the Company's outstanding tax liability. To date, no
additional financing has been made.

Industry Overview

         Healthcare represents the largest portion of the United States economy
and accounted for approximately $1.3 trillion of spending in 2000, or over 15%
of the gross domestic product (GDP).

         At $169 billion, the post-acute market is the fastest growing segment
within healthcare. The post-acute market comprises many separate healthcare
provider groups including: homecare; nursing homes; skilled nursing facilities
(SNF); inpatient and outpatient rehabilitation; hospice infusion therapy;
assisted living facilities (ALF); continuing care retirement communities; adult
day care; and others. Post-acute healthcare is very fragmented with
approximately 14,000 homecare agencies, 17,000 nursing homes and skilled nursing
facilities, 1,500 inpatient rehabilitation facilities and 3,000 hospice
agencies.

         Home healthcare continues to grow due to demographics, but also because
patients would prefer to receive medical services at home where practical. Home
healthcare is skilled nursing, aide service, medical social work, or therapy
provided to beneficiaries in their places of residence. To qualify for
Medicare's home health benefit, beneficiaries must meet the program's
eligibility criteria: they must need part-time or intermittent skilled care to
treat their illness or injury, and they must be homebound.

         Over the past 10 years, Medicare spending for home health has changed
from unprecedented growth to rapid decline, only to return to projections of
rapid growth for the next 5 years. Between 1990 and 1996, spending grew nearly
400 percent, with some year-to-year growth as high as 50 percent.

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         As of October 1, 2002, about 7,000 Medicare certified home health
agencies were serving beneficiaries. Following a decline of about 3,000 agencies
between 1998 and 2000, this number has been steady over the past several years.

         The home health segment has many ownership models including, but not
limited to government-owned, hospital-based, private, public and
non-for-profit. Homecare agencies range in size from a stand alone agency with
10 nurses and 50 patients with $500,000 in revenue to a large public entity with
hundreds of sites, hundreds of nurses and thousands of patients with over $1
billion in revenue. The Company's customers range in annual revenue from $1
million to $200 million.

The Homecare Market and The Balanced Budget Act of 1997 ("BBA")

         The BBA and the Centers for Medicare and Medicaid Services ("CMS")
regulations that direct the BBA's implementation, represent a major shift in
U.S. healthcare policy that is forcing an unprecedented demand for new data
collection and data management. Under the BBA, the homecare provider is mandated
to prove that the care delivered improves the patient's functional ability and
to continually monitor healthcare protocols to identify "best practice". The new
policy has shifted the focus from the historical retrospective, fee-for-service
reimbursement to prospective reimbursement tied to patient outcomes. The
mandates introduce reimbursement levels calculated in advance based upon the
assessed needs of the patient. CMS calls the approach the Prospective Payment
System ("PPS"). In the post-acute segment, implementation of these mandates was
staggered over a three-year period. Nursing homes, skilled nursing facilities
and home health agencies were the first affected. Inpatient rehabilitation
facilities must respond to the mandates in 2003.

         In the wake of these changes, the number of Medicare beneficiaries
using home healthcare decreased by about one million. Changes to the home health
benefit - especially changes to the system of paying for home health - led to a
rapid decline in use, and hence spending, after 1997. At its high point in 1997,
Medicare spent $18 billion on home health services for beneficiaries. In 1998
and 1999, Medicare spent $8 billion on home health services. In 2001, Medicare
spending on home health services increased to between $9 and $11 billion. As a
sector, home health represented about 4 percent of total Medicare fee for
service spending. Spending for home health services is composed entirely of
program spending; beneficiaries have no cost sharing obligations for home health
services. PPS specifies that large amounts of data be collected in a prescribed
form, within stringent time limits and be submitted to the Federal Government
for on-going analysis and reporting to consumers. The data required to be
collected for homecare is known as the Outcomes Assessment Information Set
("OASIS").

Products

Description of Products

         The Company's products are designed to assist the homecare agency
effectively manage its business under the emerging requirements of CMS'
Prospective Payment System. The company's products streamline the collection,
correction and submission process for mandated OASIS data; improve reimbursement
rates; improve cash flow; ensure regulatory compliance; and provide decision

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support to improve clinical practice. The Company's services are offered on a
transaction fee and a subscription fee basis. The Company's products are
marketed under the PPS Advantage name.

         PPS Collect is the umbrella name for a variety of methodologies by
which a homecare agency's patient's OASIS assessment data can be submitted to
the Company's 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 the 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.
         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 the
Company's 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 the Company's 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.
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         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.

Sales and Marketing

         The Company sells its products and services through a direct sales
organization located throughout the United States. Currently the Company has
three (3) Regional Sales Managers (RSM) located in Tampa FL, Phoenix AZ and
Wilkes Barre PA. Account Managers based in Tampa support each RSM. Domain
experts based in Tampa provide additional support to the sales effort.

         The Company pursues strategic relationships with other organizations
supporting the homecare industry such as software vendors with complimentary
products, publishers of documentation systems and consultants that provide
clinical and financial guidance.

         The sales cycle for the Company's services varies substantially from
customer to customer and typically requires four to ten months.

Our Customers

         The Company's homecare customers include CMS-certified, private pay and
commercial agencies located throughout the United States. We currently have
approximately 275 customers with over 400 sites. These homecare companies
include, but are not limited to, public entities, not-for-profit, government
controlled, Visiting Nurse Associations and private for profit.

Product Development

         The Company develops its service applications based on requirement
specifications produced by the Company's 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 the
Company's 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.

         The system architecture is based on the widely accepted J2EE
architecture that ensures "openness" and "scalability". This design and the

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centralized hosting approach facilitates managing and delivering changes and
enhancements to the software and service.

         Applications are developed in JAVA. The Company uses XML as its
messaging layer facilitating interfaces with third-party solutions such as
billing vendors. The Company has 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.

Operations

         The 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 the Company's website, transmitting
customer's patient data to appropriate State Departments of Health, acquiring
customer reports from CMS and posting these reports to the Company's website for
access by the customer and producing customer benchmark reports from the
Company's 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.

         The Company's products are critical to the operation of its customers
and therefore require a high level of service availability. To minimize the risk
to the customer, the Company has its 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.

Competition

         The market for healthcare information systems is intensely competitive.
The competitive factors affecting the market for the Company's services include:
vendor and product reputation, reliability of the service, availability of
products on preferred computer and communications platforms, scalability,
integration with other applications, functionality and features, ease-of-use,
quality of support, documentation and training, product quality and performance,
product innovation, price and the effectiveness of marketing and sales efforts.

         Certain of the Company's 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, sale
and support of their products than the Company. In addition, consolidation in

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the healthcare information systems industry may permit the Company's 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 the Company focuses exclusively on
assisting the homecare company manage under the Prospective Payment System (as
opposed to clinical or billing systems), it cannot serve as the sole source of
computer software for homecare organizations.

Proprietary Rights and Licenses

         The Company depends significantly upon proprietary technology. The
Company relies on a combination of copyright, trade secret and trademark laws,
confidentiality procedures and nondisclosure and other contractual provisions to
protect its proprietary rights. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. The Company believes 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 its technology.

         The Company distributes its products under services agreements that
grant a customer a nonexclusive right to use the Company's services for the
customer's internal operation by designated users at designated sites. The
service agreements may require the Company make arrangements for hot standby
systems or to deposit the source code and data necessary to deliver its service
in an escrow that may be accessed by the customer in the event of the Company's
liquidation, dissolution or bankruptcy, or if the Company fails 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 the Company's products and related services.

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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 goes into effect in April 2003. The standards for
electronic interchange are scheduled for October 2003. Conforming to the
requirements is a difficult and expensive task. The preliminary document from
CMS outlining the regulations exceeds 250 pages.

         The Company has 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. The Company has 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

         The Company has also updated its 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 HIPPA compliance because
these are sweeping changes for which the Company has 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.

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Continued Acquisition Strategy

General

         Management intends to continue to investigate, research and, if
justified, acquire or merge with one or more businesses or business
opportunities. The Company will not limit itself to healthcare information
system industry or similar industries. Management cannot predict the nature of
any potential business opportunity it may ultimately consider. The Company
currently has no commitment or arrangement, written or oral, to participate in
any other business opportunity.

Business Opportunities

         The Company does not intend to limit its search to acquisition targets
similar or complementary to the Company's current business. The Company may
investigate and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of its
corporate existence and development. Management cannot predict at this time the
status or nature of any venture in which the Company may participate.

Evaluation

         Management of the Company intends to use various resources in the
search for potential business opportunities including, but not limited to, the
Company's officers and directors, consultants, special advisors, securities
broker-dealers, venture capitalists, members of the financial community and
others who may present management with unsolicited proposals.

         If the Company identifies a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them.

         In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company, its current operations and its
shareholders; working capital, financial requirements and availability of
additional financing; history of operation, if any; nature of present and
expected competition; quality and experience of management; need for further
research, development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the specific
opportunity.

         Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to

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operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

         Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation.

         In the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there may be a change in
control of the Company. Most likely, the owners of the business opportunity
which the Company acquires or mergers with will acquire some control of the
Company following such transaction. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunities, rather management will attempt to negotiate the best possible
agreement for the benefit of the Company's shareholders.

         Although not presently anticipated, there is a possibility that the
Company could sell or spin off its current operating subsidiary. In the case of
a future acquisition or merger, there exists a possibility that a condition of
such transaction might include the sale of the Company's current operations.

         In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities, may be paid to persons instrumental in
facilitating the transaction. The Company has not established any criteria or
limits for the determination of a finder's fee, although it is likely that an
appropriate fee will be based upon negotiations by the Company and the
appropriate business opportunity and the finder. Management cannot at this time
make an estimate as to the type or amount of a potential finder's fee that might
be paid.

Rights of Shareholders

         It is presently anticipated by management that prior to consummating a
possible acquisition, merger, or other business combination the Company, if
required by relevant state laws and regulations, will seek to have the
transaction ratified by shareholders in the appropriate manner. However, the
Board of Directors will have the discretion to consummate a business combination
without shareholder approval if permissible under the laws of the State of
Nevada and the laws of the state in which the other entity resides.

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Employees

         At December 31, 2002, the Company had 37 full time employees,
including: 4 in sales; 7 in product management and consulting; 13 in operations
and customer service; 8 in software development; 4 in finance and administrative
positions; and 1 in management. None of the Company's employees are represented
by a labor union, nor governed by any collective bargaining agreements. The
Company considers relations with its employees as satisfactory.

Risk Factors

         You should carefully consider the risks and uncertainties described
herein, and all the other information included in this annual report before you
decide to invest in our common stock. Any of the risks could materially
adversely affect our business, financial condition or operating results and
could result in a loss of your investment.

We require third party financing to continue our operations.

         Our continued operating losses have contributed to the deterioration of
our cash position. We expect that cash on hand as of the date of the filing of
this annual report will only be sufficient to fund our operations until May
2003. As a result, we have requested proposals for additional financing from our
principal stockholders, including possible equity or debt issuances. No such
proposals have been made as of the date of this annual report. We cannot assure
you concerning the amount and nature of dilution resulting from any such
transactions. 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 have a history of incurring net losses, we expect our net losses to continue
as a result of planned increases in operating expenses and we may never achieve
profitability.

         We have a history of operating losses in our healthcare management
business and have incurred significant net losses since our inception. For the
fiscal year ending December 31, 2002, we incurred net losses totaling
$8,403,138. At December 31, 2002 we had an accumulated deficit of $8,403,138. We
expect to continue to incur net losses and negative cash flows throughout 2003
because we intend to increase operating expenses to continue the development and
enhancement of our services. As a result of this expected increase in operating
expenses, we will need to generate significant additional revenue to achieve
profitability. Our ability to generate and sustain significant additional
revenues or achieve profitability will depend upon the factors discussed
elsewhere in this "Risk Factors" section.

         It is possible that we may never achieve profitability and, even if we
do achieve profitability, we may not sustain or increase profitability on a
quarterly or annual basis in the future. If we do not achieve sustained
profitability, we will be unable to continue our operations.

                                       14
<PAGE>
If we fail to increase and retain market acceptance of our products, our
business and results of operations would be harmed.

         We continue to modify and update our technology to provide services
compatible with HIPAA. While we have received positive feedback and market
acceptance from a limited number of customers, we must expand our customer base.
Our prospects for success will depend on our ability to successfully sell our
products to key healthcare providers that may be inhibited from doing business
with us because of their commitment to other technologies and products or
because of our relatively small size and lack of sales history.

If we fail to properly manage our growth, our business and results of operations
would be harmed.

         We have begun expanding our operations in anticipation healthcare
providers' requirements to comply with HIPAA. Additionally, we must continue to
develop and expand our systems and operations as the number of healthcare
providers installing our products and requiring our ongoing services increases.
The pace of our anticipated expansion, together with the level of expertise and
technological sophistication required to provide implementation and support
services, demands an unusual amount of focus on the operational needs of our
future customers for quality 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 products 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.

If we are unable to obtain sufficient funds, and incur a cash flow deficit, our
business could suffer.

         Since inception, we have financed all of our operations through private
equity financings, third party loans and limited cash flow from operations.
Although recent cash flow from operations and the funds raised through our
recent private financing sales of Series A Preferred Stock and common stock
purchase warrants to Stanford Venture Capital Holdings, Inc. have been
sufficient for our immediate needs, we anticipate that we will be required to
raise additional capital within the next two months in order to operate
according to our business plan. We may have difficulty obtaining additional
funds as and if needed, and we may have to accept terms that would adversely
affect our shareholders. We may not be able to locate additional funding sources
at all or on acceptable terms. If we cannot raise funds on acceptable terms, if
and when needed, we may not be able to develop or enhance our products to
customers, grow our business or respond to competitive pressures or
unanticipated requirements, which could seriously harm our business.

                                       15
<PAGE>
Competition on the healthcare information systems industry is intense and the
technology is changing rapidly.

         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, 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. Our systems may be
rendered obsolete or uneconomical by advances or entirely different approaches
developed by one or more of our competitors.

We have limited protection over our intellectual property rights.

         Our success depends on our ability to sell products and services for
which we may not have intellectual property rights. We currently do not have
patents on any of our intellectual property. In addition, we do not have any
U.S. federal trademark registrations for our marks nor brands. We rely primarily
on trade secret laws, patent law, copyright law, unfair competition law and
confidentiality agreements to protect our intellectual property. To the extent
that intellectual property law does not adequately protect our technology, other
companies could develop and market similar products or services, which could
adversely affect our business.

Our shares of common stock currently have a limited trading market.

         Our shares of common stock are currently quoted on the OTC Bulletin
Board. Our shares of common stock currently have only a limited trading market.
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.

If plans to phase-out the OTC Bulletin Board are implemented, we may not qualify
for listing on the proposed Bulletin Board Exchange or any other marketplace, in
which event investors may have difficulty buying and selling our securities.

         We understand that, in 2003, subject to approval of the Securities and
Exchange Commission, The Nasdaq Stock Market intends to phase out the OTC
Bulletin Board, and replace it with the "Bulletin Board Exchange" or "BBX". As
proposed, the BBX will include an electronic trading system to allow order
negotiation and automatic execution. The Nasdaq Stock Market has indicated its
belief that the BBX will bring increased speed and reliability to trade
execution, as well as improve the overall transparency of the marketplace.
Specific criteria for listing on the BBX have not yet been announced, and the
BBX may provide for listing criteria that we do not meet. If the OTC Bulletin

                                       16
<PAGE>
Board is phased out, and we do not meet the listing criteria established by the
BBX, there may be no transparent market on which our securities may be included.
In that event, investors may have difficulty buying and selling our securities
and the market for our securities may be adversely affected.

The interests of our controlling stockholders could conflict with those of our
other stockholders.

         Stanford owns or controls approximately 95% of our voting securities.
This stockholder is able to influence the outcome of stockholder votes,
including votes concerning: the election of directors; amendments to our charter
and by-laws; and the approval of significant corporate transactions like a
merger or sale of our assets. This controlling influence could have the effect
of delaying or preventing a change in control, even if many of our stockholders
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 stockholders. Our charter
documents could defer a takeover effort, which could inhibit your ability to
receive an acquisition premium for your shares.

         Our charter permits our board of directors to issue up to 5,000,000
shares of preferred stock without shareholder approval. Currently there are
1,880,342 shares of our Series A Preferred Stock issued and outstanding. This
leaves 3,119,658 shares of preferred stock available for issuance at the
discretion of our board of directors. These shares, 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 stockholders believe it is in their best interest.

Item 2.  Description of Property.

         As of December 31, 2002 our facilities, including our principal
executive offices, are located at 200 South Hoover Boulevard, Building 205, (a
9,076 square foot building), Tampa, Florida 33609. We currently lease this
facility for approximately $15,000 per month. The lease is on a month-to-month
basis.

Item 3.  Legal Proceedings.

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

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

         On October 11, 2002, the Company's Board of Directors approved a
reverse stock split of the Company's authorized and outstanding common stock on
a one share for five share basis, with fractional shares rounded up to the
nearest whole number. The reverse stock split was effective on October 21, 2002.
The reverse stock split was approved by written consent of a majority of the

                                       17
<PAGE>
Company's stockholders holding approximately 68% of the Company's issued and
outstanding stock. All share and per share information incorporate this reverse
stock split.

         On November 4, 2002, the Company's Board of Directors and the Company's
stockholders holding a majority of the voting power of the Company approved and
recommended that the Company's Articles of Incorporation be amended in order to
effectuate a name change from Silver Key Mining Company, Inc. to Health Systems
Solutions, Inc. Shareholders holding approximately 87.5% of the voting power of
the Company gave their written consent to the adoption of the amendment. The
remaining shareholders of the Company were notified of the name change by an
information statement that was sent to the stockholders of the Company on or
about November 20, 2002.
































                                       18
<PAGE>
                                     PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder
Matters.

         The Company's common shares are traded on the OTC Bulletin Board
("OTCBB") under the symbol "HSLU." The Company's common shares commenced trading
on the OTCBB on June 3, 2002. Prior to June 3, 2002, the Company was not aware
of any established trading market for its securities. The prices set forth below
reflect the range of high and low sale prices per share in each of the quarters
of fiscal 2002 as reported by the OTCBB. There has been no trading activity for
the Company's common stock since it became eligible for trading on the OTCBB.

         Fiscal 2002:                                          High       Low
         ------------                                          ----       ---
         First Quarter                                         N/A        N/A
         Second Quarter (commencing June 3, 2002)              $0.01      $0.01
         Third Quarter                                         $0.01      $0.01
         Fourth Quarter                                        $0.01      $0.01

         As of March 1, 2003, there were 55 holders of record of our common
stock. The closing sales price for the common stock on March 14, 2003 as
reported on the OTCBB was $.01. The Company's shares are not DTC eligible.

A special note about penny stock rules

         The Company's 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

         The Company has 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.

                                       19
<PAGE>
Related Stockholder Matters

         On October 22, 2002 the Company issued 2,142,857 shares of the
Company's common stock to the shareholders of PAL pursuant to the Merger
Agreement with PAL. Stanford, the majority interest holder of PAL, received
1,915,842 of the shares of common stock issued pursuant to the Merger Agreement.
Eleven individuals and entities received shares of common stock pursuant to the
merger. The shares issued pursuant to the merger contain a legend restricting
their transfer absent registration or applicable exemption. Shareholders of PAL
had information concerning the Company and had the opportunity to ask questions
concerning the Company. The shares issued pursuant to the merger were issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act.

         Commencing October 22, 2002, pursuant to the Securities Purchase
Agreement, the Company has issued Stanford an aggregate of 1,880,342 shares of
Series A Preferred Stock (subject to anti-dilution provisions), convertible into
1,880,342 shares of common stock of the Company at a conversion price of $1.17
per share and 1,880,342 Warrants exercisable to purchase an aggregate of
1,880,342 shares of common stock. Each share of Series A Preferred Stock has ten
votes, voting together with the Company's common stock on all matters submitted
for a vote. Each Warrant gives the holder the right to acquire one share of the
Company's common stock at an exercise price of $1.17 per share. The Warrants are
immediately exercisable and expire five years after their initial dates of
issuance. The securities were issued in monthly intervals from October 22, 2002
through March 13, 2003. The securities issued pursuant to the merger 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.

Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

         The following information should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this Form 10-KSB.

Forward-Looking Statements

         This Management's Discussion and Analysis contains statements that are
forward-looking. These statements are based on current expectations, estimates,
forecasts, projections and assumptions that are subject to risks and
uncertainties. Words such as "expects," "anticipates," "targets," "goals,"
"projects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words, and similar expressions are intended to identify such
forward-looking statements. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks, uncertainties, and
assumptions that are difficult to predict. Therefore, actual future results may
differ materially and adversely from what those expressed in any forward-looking
statements. Readers are referred to risks and uncertainties identified below as
well as in the Risk Factors section in Part I, Item 1 above and in the documents
filed by us with the Securities and Exchange Commission, specifically the most
recent reports on Forms 10-KSB, 10-QSB, and 8-K, each as it may be amended from

                                       20
<PAGE>
time to time. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason.

Overview

         The Company develops and provides assistance to the home health
industry in managing their business through HQS, its wholly-owned subsidiary.
HQS was formed on October 15, 2002. HQS was incorporated for the purpose of
facilitating the merger with PAL, which was organized in June 2002. Pursuant to
the terms of the Merger Agreement, PAL was merged with HQS and HQS survived as
the Company's wholly-owned subsidiary operation. 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 the Company.

         Prior to the merger, the Company was considered a development stage
company and had no assets or capital and no significant operations or income.
This management discussion and analysis covers the period from PAL's inception
(June 2002) through December 31, 2002.

Recent Accounting Pronouncements

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. Although SFAS 144 supersedes
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
("SFAS 121"), it retains many of the fundamental provisions of SFAS 121
establishing a single accounting model, based on the framework established in
SFAS 121 for long-lived assets to be disposed of by sale, and resolves
implementation issues related to SFAS 121. SFAS 144 also supersedes the
accounting and reporting provisions of Accounting Principles Board ("APB")
Opinion No. 30, "Reporting the results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" ("APB 30"), for disposal of a segment of a
business. However, it retains the requirement in APB 30 to report separately
discontinued operations and extends that reporting to a component of an entity
that either has been disposed of by sale, abandonment, or in a distribution to
owners, or is classified as held for sale. SFAS 144 is effective for fiscal
years beginning after December 15, 2001 and interim periods within those fiscal
years. Management believes the adoption of SFAS 144 will not have a significant
effect on the Company's financial statements.

         In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 requires that
all business combinations initiated after June 30, 2001 as well as purchase
method business combinations completed after June 30, 2001 be accounted for
using the purchase method of accounting and eliminates the pooling-of-interest
method. In addition, SFAS 141 further clarifies the criteria intangible assets
acquired in a purchase method business combination must meet to be recognized
and reported apart from goodwill, noting that any purchased price allocable to
an assembled workforce may not be accounted for separately. Specifically, SFAS

                                       21
<PAGE>
141 requires that an intangible asset may be separately recognized only if such
an asset meets the contractual-legal criterion or the separability criterion.
The adoption of SFAS 141 did not affect the Company's financial statements.

         In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"),
which is effective for fiscal years beginning after June 15, 2002. It requires
that obligations associated with the retirement of a tangible long-lived asset
be recorded as a liability when those obligations are incurred, with the amount
of the liability initially measured at fair market value. Upon initially
recognizing an accrued retirement obligation, an entity must capitalize the cost
by recognizing an increase in the carrying amount of the related long-lived
asset. Over time, the liability is accreted to its present value each period,
and the capitalized cost is depreciated over the useful life of the related
asset. Upon settlement of the liability, an entity either settles the obligation
for its recorded amount or incurs a gain or loss upon settlement. Management
believes the adoption of SFAS 143 will not have a significant effect on the
Company's financial statements.

         In July 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"). SFAS 146 requires that a liability for costs
associated with an exit or disposal activity be recognized and measured
initially at fair value only when the liability is incurred. SFAS 146 is
effective for exit or disposal activities that are initiated after December 31,
2002. The Company does not expect the adoption of SFAS 146 to have a material
impact on its operating results or financial position.

         In November 2002, the FASB issued FIN 45, which expands previously
issued accounting guidance and disclosure requirements for certain guarantees.
FIN 45 requires the recognition of an initial liability for the fair value of an
obligation assumed by issuing a guarantee. The provision for the initial
recognition and measurement of the liability will be applied on a prospective
basis to guarantees issued or modified after December 31, 2002. The adoption of
FIN 45 is not expected to materially affect the consolidated financial
statements.

         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.

Critical Accounting Policies

         Our significant accounting policies are more fully described in Note 3
to our consolidated financial statements. Certain of our accounting policies
require the application of significant judgment by management in applying the
requirements of certain accounting standards as well as selecting the
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty. These
judgments are based on our historical experience, terms of existing contracts,
our observance of trends in the industry, information provided by our customers,
and information available from other outside sources, as appropriate. Different
estimates reasonably could have been used in the current period, which could
have a material impact on the presentation of the Company's financial condition,
changes in financial condition or results of operations. We believe that the
following financial estimates are both important to the portrayal of the
Company's financial condition and results of operations and require subjective
or complex judgments. Further, we believe that the items discussed below are

                                       22
<PAGE>
properly recorded in the financial statements for all periods presented.
Management has discussed the development, selection, and disclosure of our most
critical financial estimates with our auditors. The judgments about those
financial estimates are based on information available as of the date of the
financial statements. Those financial estimates include:

Software Development Costs

         We capitalize software development costs after establishing
technological feasibility of the resulting product or enhancement and until the
product is available for general release to customers. These costs are carried
at the lower of unamortized cost or net realizable value. Net realizable value
is determined based upon the estimates of future revenue to be derived from the
use of the software product reduced by the costs of completion and disposing of
the product. All software development costs are being amortized over the same
life as purchased software, three years.

         The estimates used under this policy include estimates of the time and
cost of developers used on each product or improvement and the estimates for the
future revenue based on potential selling price and volumes. These estimates are
based on factors that include, but not limited to, developers work load based on
functional staff analysis, current economic trends and customers' demand. Actual
results may differ from these estimates under different assumptions or
conditions.

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. We use an Internet-based Application
Service Provider model to deliver our software and related services to our
post-acute healthcare customers. In instances where the customer specifies final
acceptance of the system or service, revenue is deferred until all acceptance
criteria have been met. We price these services on a transaction fee and on a
subscription fee basis. The revenues from healthcare software and service
subscriptions are earned ratably over the period of the respective agreement,
generally one year. Cash payments received in advance or at beginning of a
contract are recorded as deferred revenue. Transaction fee based revenues are
recognized in the period it occurs.

         We currently recognize cancellations, allowances or discounts as they
occur. This practice is based on factors that include, but not limited to,
historical cancellations and analysis of credit memo activities. Should our
actual cancellations, allowances or discounts exceed our estimates, additional
provisions against revenue would result.

Results of Operations

         Revenues cover a three and half month period beginning September 17,
2002 and ending December 31, 2002. Revenues over this period were $320,302.
Losses from operations before interest, taxes, depreciation and amortization
("EBITDA") and before the write-off of impaired goodwill were $1,275,988. Cost
of sales was $110,418 or 34.5% of revenues. Operating Expenses totaled
$1,485,872 and can be broken down as follows:

                                       23
<PAGE>
         o   Selling and marketing $267,748
         o   Research and development $157,516
         o   General and administration $1,060,608

         Research and development is shown net of capitalized development costs
of $134,719, which the Company capitalizes per Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed"
("SFAS 86"). General and administration includes costs and expenses associated
with the reorganization and merger of $724,941. These costs are non reoccurring
expenses. Goodwill was tested for impairment per FASB SFAS 142 "Goodwill and
Other Intangible Assets" and written off. The write-off was $6,954,927.

Liquidity and Capital Resources

         The Company has incurred an accumulated deficit and negative working
capital at December 31, 2002 of approximately $8,400,000 and $527,000,
respectively and had a net loss from June 28, 2002 (date of inception) through
December 31, 2002 of approximately $8,400,000. Although the Company now has
operations, it has not yet established an ongoing source of revenues sufficient
to cover its operating costs which raise substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent upon the Company obtaining adequate capital to fund losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations (See forgoing "Risk Factors"
section).

         At December 31, 2002, we had total stockholders' equity of $899,505.
Cash at December 31, 2002 was $249,261. During the year ended December 31, 2002,
we received proceeds from the Securities Purchase Agreement with Stanford for
our Series A Preferred Stock and common stock purchase warrants in the
approximate amount of $1,200,000. Subsequent to December 31, 2002, we received
an additional $1,000,000 from Stanford pursuant to the Securities Purchase
Agreement.

         Accounts receivable at December 31, 2002 were $113,204, primarily due
to three customers whose collective balances total $53,723.

         Customer deposits and other assets at December 31, 2002 were
$1,561,787, primarily due to property and equipment of $1,459,975, which consist
principally of $1,386,108 of internally developed software.

         Accounts payable and accrued expenses at December 31, 2002 were
$617,729. The payables are mainly attributed to a tax lien of $400,000 assumed
from a predecessor company.

         We anticipate that cash requirements will continue to increase as we
continue to expend substantial resources to build our infrastructure, develop
our business plan, establish our sales and marketing network, operations,
customer support and administrative organizations. We currently anticipate that
available cash resources and cash generated from operations and private
financing will be sufficient to meet presently anticipated working capital and

                                       24
<PAGE>
capital expenditure requirements for less than the next two months. As of
December 31, 2002, there were no commitments for long-term capital expenditures.

         Our continued operating losses have contributed to the deterioration of
our cash position. We expect that cash on hand as of the date of the filing of
this annual report will only be sufficient to fund our operations until May
2003. As a result, we have requested proposals for additional financing from our
principal stockholders, including possible equity or debt issuances. No such
proposals have been made as of the date of this annual report. We cannot assure
you concerning the amount and nature of dilution resulting from any such
transactions. 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.

Item 7.  Financial Statements

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

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

         Effective November 27, 2002, the Company dismissed HJ & Associates
("HJ") as the principal accountants to audit the Company's financial statements.

         The reports of HJ on the financial statements of the Company 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.

         The decision to dismiss HJ was recommended by management and approved
by the Company's Audit Committee and Board of Directors.

         In connection with its audits for the two most recent fiscal years
through November 27, 2002, there have been no disagreements with HJ 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 HJ 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 HJ expressed substantial
doubt about the Company's ability to continue as a going concern.

         During the two most recent fiscal years and through November 27, 2002,
the Company has had no reportable events (as defined in Item 304 (a)(1)(v) of
Regulation S-K).

         Effective November 27, 2002, the Company engaged the accounting firm of
Rogoff & Company, P.C. as the Company's new independent accountants to audit the
Company's financial statements for the fiscal year ending December 31, 2002.

         The Company has not consulted with Rogoff & Company, P.C. during the
last two years or subsequent interim period on either the application of
accounting principles or type of opinion Rogoff & Company, P.C. might issue on
the Company's financial statements.

                                       25
<PAGE>
                                    PART III

Item 9.  Directors and Executive Officers of the Company.

         The table below includes the names, positions held and ages of the
Company's Board of Directors and Executive Officers. They were appointed to
serve as directors effective with the Company's consummation of an Agreement and
Plan of Merger on October 24, 2002.

         In case any of the directors become unavailable to serve on the Board
of Directors, which is not anticipated, vacancies on the Board may be filled by
the remaining director or directors, even though less than a quorum, for the
unexpired term of such vacant position.
<TABLE>
<CAPTION>
         Name                       Age               Position
         ----                       ---               --------
<S>                                  <C>              <C>
         B. M. Milvain               66               President (Principal Executive Officer)
                                                      and Director

         Kimberly J. Richards        48               Principal Accounting Officer

         Clare G. DeBoef             36               Chief Information Officer

         Steven Katz                 54               Director

         Batsheva Schreiber          55               Director
</TABLE>
Business Experience.
-------------------

         B. M. Milvain is President and General Manager of HQS. 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.

         Kimberly Richards is Vice President and Chief Financial Officer of
Healthcare Quality Solutions, Inc., the Company's wholly owned subsidiary. Ms.
Richards held a similar position with PAL, a predecessor company to HQS and was
an outside independent consultant to Provider Solutions Corp., a predecessor

                                       26
<PAGE>
company to PAL, beginning in June 2001. Ms. Richards has over 25 years of
corporate financial experience. For the past 7 years she has served as an
independent financial consultant to the telecommunications industry. Ms.
Richards' experience includes development of business plans, private placements,
creating internal policies and procedures, product pricing, contract negotiation
and conducting due diligence during company acquisitions. She has served as
acting, in-house financial consultant for several companies. Prior, she was with
Olin Corporation from 1980 to 1993 and KPMG Peat Marwick from 1977 to 1980. Kim
holds a Bachelors of Science in Business Administration degree (1976) and a
Masters of Business Administration degree from Boston University (1977). She is
a former CPA (Massachusetts).

         Clare DeBoef is Vice President and Chief Information Officer of
Healthcare Quality Solutions, Inc. Mr. DeBoef held this role with PAL and its
predecessor company Provider Solutions Corp. since 2000. From 1991 through 2000,
Mr. DeBoef held various information technology management and senior management
roles at Arthur Andersen. While at Arthur Andersen, he held roles in custom
software development, packaged software implementation, internal systems support
and data center management. His responsibilities there included overseeing the
development and implementation of technology solutions for a new shared services
center supporting administrative functions of Arthur Andersen offices in North
America. From 1990 to 1991, Mr. DeBoef was Data Management Director for a
division of Arthur D. Little, which performed chemical analysis for Superfund
cleanup sites. He completed two years of undergraduate study in Mathematics at
the University of Iowa and Arizona State University.

         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
to 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

                                       27
<PAGE>
company serving the Metropolitan New York City area. Other home care experience
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.

Information Concerning the Board of Directors.
----------------------------------------------

         During the year ended December 31, 2002 the Company's Board of
Directors held 2 meetings. Each member of the Board participated in each action
of the Board.

Committees of the Board of Directors.
-------------------------------------

         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. The
Company considers Mr. Katz 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. The Audit Committee met on 1 occasion during the year
ended December 31, 2002.

         The Company does 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.

         The Company does 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
stockholders. The Board of Directors will also consider candidates for directors
nominated by stockholders. A stockholder who wishes to submit a candidate for
consideration at the annual meeting of stockholders to be held in 2004, must
notify the Secretary of the Company, in writing.

                                       28
<PAGE>
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 the Company is not aware
of any person that failed to file on a timely basis, as disclosed in the
aforementioned Forms, reports required by Section 16(a) of the Exchange Act
during the fiscal year ended December 31, 2002.

Item 10.   Executive Compensation.

Summary Compensation Table.
---------------------------

         The following table shows, for the year ended December 31, 2002, the
cash and other compensation paid by the Company to its President, Chief
Executive Officer and each other executive officer whose annual compensation was
$100,000 or more. The Company did not pay any compensation to its executive
officers for the two years prior to December 31, 2002.
<TABLE>
<CAPTION>
                                                                                 Long Term
                                                Annual Compensation             Compensation
                                                -------------------             ------------

                                                                  Other          Securities
                                                                 Annual          Underlying          All Other
Name and Principal Position       Year     Salary     Bonus   Compensation        Options         Compensation(4)
---------------------------       ----     ------     -----   ------------        -------         ---------------
                                            (US$)     (US$)       (US$)                                 (US$)
<S>                               <C>      <C>          <C>           <C>              <C>               <C>
B. M. Milvain, President and      2002     44,533       0             0                0                 0
Acting Chief Executive
Officer(1)

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

Dale F. Miller, President and     2002       0          0             0                0                 0
Chief 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.
(4)      Effective with the Merger, the board of directors has elected to
         compensate the following officers: B.M. Milvain ($150,000 per year);
         Kimberly J. Richards ($105,000 per year); and Clare DeBoef ($125,000
         per year). These officers have not entered into employment agreements
         with the Company.

Option/SAR Grants Table.
-----------------------

         The Company did not grant any options to purchase shares of Common
Stock during the fiscal year ended December 31, 2002.

                                       29
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Value Table.
------------------------------------------------------------------

         None.

Director Compensation.
---------------------

         During the fiscal years ended December 31, 2002 and 2001, directors of
the Company did not receive compensation for their services except for the grant
of shares of Common Stock or options and reimbursement for reasonable
out-of-pocket expenses in attending meetings. Effective October 24, 2002, the
Company commenced paying its directors an annual fee of $5,000 per year. The
Company does not pay fees to directors for their attendance at meetings of the
Board of Directors or of committees; however, the Company may adopt a policy of
making such payments in the future. The Company will reimburse out-of-pocket
expenses incurred by directors in attending Board and committee meetings.

Employment Agreements.
---------------------

         The Company has no written employment contracts with any of its
officers and maintains no retirement, fringe benefit or similar plans for the
benefit of its officers. The Company may, however, enter into employment
contracts with its officers and key employees, adopt various benefit plans and
begin paying compensation to its officers as it deems appropriate to attract and
retain the services of such persons.

         During the fiscal year ended December 31, 2002, there were not
outstanding stock options. Also during such fiscal year, no long-term incentive
plans or pension plans were in effect with respect to any of the Company's
officers, directors or employees.

                                       30
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth information regarding the beneficial
ownership of our Common Stock as of March 18, 2003, with respect to (i) each
person known to the Company to be the beneficial owner of more than 5% of the
Company's Common Stock; (ii) each director of the Company; (iii) all directors,
executive officers and designated stockholders of the Company as a group.
Beneficial ownership includes any securities that person has a right to acquire
within 60 days from options, warrants, conversion or similar obligations. Unless
otherwise indicated, the business address of each person listed is 200 S. Hoover
Blvd., Building 205, Tampa, Florida 33609.
<TABLE>
<CAPTION>
                                                  Shares                          Percent of
Name                                        Beneficially Owned                Shares Outstanding
----                                        ------------------                ------------------
<S>                                             <C>                                   <C>
Stanford Venture Capital
Holdings, Inc. (1)                                   4,736,354 (4)                      73.3%
J. Rockwell Smith (2)                                  756,111                          20.8%
Deluxe Investment Company (3)                          500,000                          13.7%
B. M. Milvain                                          127,764                           3.5%
Steven Katz                                                  0                             0%
Batsheva Schreiber                                           0                             0%
Kimberly J. Richards                                         0                             0%
Daniel T. Bogar(6)                                     235,043 (5)                      6.19%
William R. Fusselmann(7)                               235,043 (5)                      6.19%
Osvaldo Pi(8)                                          235,042 (5)                      6.19%
Ronald M. Stein(9)                                     235,042 (5)                      6.19%
All executive officers and
directors as a group
(4 persons)                                            127,764                           3.5%
</TABLE>
------------
(1)      Beneficial stockholder is R. Allen Stanford. Business address is
         5050 Westheimer Road, Houston, Texas 77056.
(2)      Address is P.O. Box 3303, Park City, Utah 84060.
(3)      Beneficial stockholder is Ian Markofsky. Business address is 2700
         Cypress Creek Road, Suite 103-C, Fort Lauderdale, Florida 33309.
(4)      Includes 1,915,842 shares of common stock. Also includes 1,880,341
         shares of Series A Preferred Stock as though converted on a 1 for 1
         basis into common stock and 940,171 shares of common stock issuable
         upon exercise of warrants at $1.17 per share.
(5)      Shares underlie warrants exercisable at $1.17 per share.
(6)      Address is 1016 Sanibel Drive, Hollywood, Florida 33019.
(7)      Address is 141 Crandon Boulevard, #437, Key Biscayne, Florida 33149.
(8)      Address is 6405 S.W. 104th Street, Pinecrest, Florida 33156.
(9)      Address is 6520 Allison Road, Miami Beach, Florida 33141.

Limitation of Liability and Indemnification Matters

         Our amended and restated articles of incorporation contain provisions
which eliminate the personal liability of our directors to us or our
stockholders for monetary damages for breach of their fiduciary duty as a
director to the fullest extent permitted by the Florida Business Corporations
Act, except for liability: for any breach of their duty of loyalty to us or our

                                       31
<PAGE>
stockholders; for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; for unlawful payments of
dividends or unlawful stock repurchases or redemptions; or for any transaction
from which the director derived an improper personal benefit.

         These provisions do not affect a director's responsibilities under any
other laws, including the federal securities laws and state and federal
environmental laws.

Item 12. Certain Relationships and Related Transactions.

         On October 22, 2002 the Company and HQS consummated an Agreement and
Plan of Merger (the "Merger Agreement") with Provider Acquisition, LLC, a
Florida limited liability company ("PAL"). Certain of our principal stockholders
("Principal Stockholders") were also parties to the Merger Agreement. Pursuant
to the Merger Agreement, PAL was merged into HQS, which survived as the
Company's wholly owned subsidiary. At the closing of the merger on October 24,
2002 ("Closing Date"), the issued and outstanding units of PAL were surrendered
in exchange for an aggregate of 2,142,857 shares of the Company's common stock
and the separate corporate existence of PAL terminated. Stanford Venture Capital
Holdings, Inc. ("Stanford"), the majority interest holder of PAL, received
1,915,842 of the shares of common stock issued pursuant to the Merger Agreement.

         Pursuant to a Securities Purchase Agreement dated October 22, 2002,
Stanford has made an aggregate cash investment of $2,200,000 (the "Investment")
in the Company. The Investment is in the form of Series A Convertible Preferred
Stock and Warrants of the Company. For its aggregate investment, Stanford has
received 1,880,342 shares of Series A Preferred Stock (subject to anti-dilution
provisions), convertible into 1,880,342 shares of common stock of the Company at
a conversion price of $1.17 per share and 1,880,342 Warrants exercisable to
purchase an aggregate of 1,880,342 shares of common stock. Each share of Series
A Preferred Stock has ten votes, voting together with the Company's common stock
on all matters submitted for a vote. Each Warrant gives the holder the right to
acquire one share of the Company's common stock at an exercise price of $1.17
per share. The Warrants are immediately exercisable and expire five years after
their initial dates of issuance. Stanford has assigned its rights to an
aggregate of 50% of the Warrants to several of its employees.

         The Company granted to Stanford certain registration rights under a
Registration Rights Agreement with respect to the Series A Preferred Stock, the
Warrants and the shares of common stock issued to Stanford in connection with
the Merger. No later than December 31, 2003, the Company is required to file
Form SB-2 Registration Statement under the Securities Act of 1933 covering all
of the shares of Common Stock purchased by Stanford and its assigns, including
shares that may be received through the exercise of Warrants or the conversion
of the Series A Preferred Stock. In the event a filing is not timely made, the
Company will issue Stanford and certain other parties to the agreement, as a
penalty, additional warrants equal to 10% of the warrants originally issued for
every fiscal quarter the filing is not made. Stanford also has "piggy back"
registration rights.

         Stanford has also agreed to commit an additional $2.4 million to the
Company, subject to the satisfaction of certain conditions, to finance
acquisitions and to satisfy the Company's outstanding tax liability. To date, no
additional financing has been made.

         The Company has a consulting agreement with Steven Katz, one of its
directors, for management services with its wholly owned subsidiary as well as
for providing due diligence in the search for future acquisitions for the
Company. Mr. Katz is paid a fee of $10,000 per month plus expenses. Work on due
diligence is paid on a per hour basis as required.

                                       32
<PAGE>
                                     PART IV

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

   (a)   Documents filed as part of this Form 10-KSB.

         2.1   Agreement and Plan of Merger dated as of October 16, 2002 among
               the Issuer, certain principal stockholders of the Issuer (the
               "Principal Stockholders "), HQS and PAL(1)

         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)

         10.1  Securities Purchase Agreement dated as of October 16, 2002, among
               the Issuer, the Principal Stockholders 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 Issuer, Stanford, Daniel Boger, Ronald Stein, Osvaldo Pi,
               William Fusselman and Deluxe Investment Company(1)

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

         10.5  Amendment to Registration Rights Agreement

         16.1  Letter from HJ & Associates (former independent accountant)(3)

         99.1  Certification of Principal Executive Officer

         99.2  Certification of Principal Accounting 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/A Current Report with the
                    Securities and Exchange Commission on December 11, 2002.

   (b)   Reports on Form 8-K.

         On October 15, 2002, the Company filed a current report on Form 8-K. On
October 7, 2002, J. Rockwell Smith acquired 3,490,000 shares of the Company's
common stock from Dale F. Miller in a private transaction. The 3,490,000 shares
represented approximately 68% of the Company's issued and outstanding stock as
of the date of the transaction. In addition, the current report also disclosed
that on July 1, 2002, J. Rockwell Smith, Bobbi Heywood and Ed Cowle were
appointed to the Company's Board of Directors. Simultaneous with

                                       33
<PAGE>
         On November 1, 2002, the Company filed a current report on Form 8-K
disclosing that effective October 24, 2002, the Company and its wholly-owned
subsidiary, Healthcare Quality Solutions, Inc. consummated an agreement and plan
of merger (the "Merger Agreement") with Provider Acquisition, LLC, a Florida
limited liability company. Certain principal stockholders of the Company were
also a party to the Merger Agreement. Pursuant to the Merger Agreement Provider
Acquisition, LLC was merged with and into Health Care Quality Systems and Health
Care Quality survived as the Company's wholly-owned subsidiary. At the effective
time of the merger, the issued and outstanding interests of Provider
Acquisition, LLC were exchanged for an aggregate of 2,142,857 shares of the
Company's common stock. In addition, the current report also disclosed that
pursuant to a securities purchase agreement dated October 22, 2002, Stanford
Venture Capital Holdings, Inc. agreed to make an aggregate investment of
$2,200,000 in the Company, in several tranches, subject to the conditions of the
securities purchase agreement. The investment was in the form of Series A
Convertible Preferred Stock of the Company. For its aggregate investment,
Stanford has received 1,880,342 shares of Series A Preferred Stock, convertible
into 1,880,342 shares of common stock of the Company at a conversion price of
$1.17 per share. Each share of Series A Preferred Stock has ten votes per share,
voting together with the Company's common stock on all matters submitted for a
vote. In addition, Stanford Venture Capital Holdings, and certain employees of
Stanford, also received warrants to purchase an aggregate of 1,880,342 shares of
the Company's common stock exercisable at $1.17 per share for a period of five
years after the initial date of issuance.

         On December 4, 2002, the Company filed a current report on Form 8-K
disclosing that effective November 27, 2002, it had dismissed HJ & Associates as
its principal accountants. In addition, effective November 27, 2002, the current
report disclosed that the Company had engaged the accounting firm of Rogoff &
Company, P.C. as its new independent accountants to audit its financial
statements for the fiscal year ended December 31, 2002.

         On December 11, 2002, the Company filed a current report on Form 8-K/A
which amended its previously filed current report disclosing its change of
auditors.

         On January 7, 2003, the Company filed a current report on From 8-K/A
amending its previously filed current report which disclosed the consummation of
the Merger Agreement. The purpose of filing the amended current report was to
disclose the financial statements of the business acquired and certain pro forma
financial information.

         On January 16, 2003, the Company filed an amended current report on
Form 8-K/A to amend its previously filed current report disclosing the Merger
Agreement. The purpose of filing the additional amendment was to correct
scribner's errors in the financial statements.

Item 14. Controls and Procedures

         Our President and Principal Accounting Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Such officers have concluded (based
upon their evaluation of these controls and procedures as of a date within 90
days of the filing of this report) that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.

         The Certifying Officers also have indicated that there were no
significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.
                                       34
<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: March 26, 2003

                                          HEALTH SYSTEMS SOLUTIONS, INC.

                                          By: /s/ B. M. Milvain
                                             ---------------------------
                                             B. M. Milvain, President
                                            (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 March 26, 2003.

         SIGNATURE                                 TITLE
         ---------                                 -----

/s/ B. M. Milvain                          President and Director
---------------------------
B. M. Milvain

/s/ Kimberly Richards                      Principal Accounting Officer
---------------------------
Kimberly Richards

/s/ Clare G. DeBoef                        Chief Information Officer
---------------------------
Clare G. DeBoef

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

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



                                       35



<PAGE>
================================================================================






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


                         HEALTH SYSTEMS SOLUTIONS, INC.


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



                            FORM 10-KSB ANNUAL REPORT

                           FOR THE FISCAL YEAR ENDED:

                                DECEMBER 31, 2002


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

                        CONSOLIDATED FINANCIAL STATEMENTS

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








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


<PAGE>
                          Independent Auditors' Report
                          ----------------------------


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

We have audited the accompanying consolidated balance sheet of Health System
Solutions, Inc. and Subsidiary (the "Company") as of December 31, 2002, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows 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 present
fairly, in all material respects, the financial position of the Health Systems
Solutions, Inc. and Subsidiary at December 31, 2002, and 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, 2002, except for the last sentence in the first
 paragraph of Note 8, as to which the date is March 13, 2003





                                      F-1
<PAGE>
                             HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                                       CONSOLIDATED BALANCE SHEET
                                            DECEMBER 31, 2002
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                 <C>
     Cash                                                                           $         249,261
     Accounts receivable, net of allowance for doubtful accounts of $5,000                    113,204
     Notes receivable                                                                          54,400
     Prepaid expenses                                                                          31,758
                                                                                    -----------------
       Total current assets                                                                   448,623

 Property and equipment, net                                                                1,459,975

 Security deposits                                                                             15,654
                                                                                    -----------------
                                                                                    $       1,924,252
                                                                                    =================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current  liabilities:
     Current portion of capital lease obligation                                    $          10,672
     Accounts payable                                                                         186,533
     Accrued expenses                                                                         431,196
     Deferred revenue                                                                         345,669
     Customer deposits                                                                          1,490
                                                                                    -----------------
       Total current liabilities                                                              975,560

 Capital lease obligation, net of current portion                                              49,187
                                                                                    -----------------
                                                                                            1,024,747
                                                                                    -----------------

 Conntingencies (Notes 6 and 9)

 Stockholders' Equity
     Series A $1.17 Convertible Preferred Stock; 5,000,000 authorized;
       1,025,640 shares issued and outstanding                                              1,200,000
     Common Stock; $.001 par value; 20,000,000 shares authorized;
       3,642,857 shares issued and outstanding                                                  3,643
     Additional paid-in capital                                                             8,099,000
     Accumulated deficit                                                                   (8,403,138)
                                                                                    -----------------
       Total Stockholders' Equity                                                             899,505
                                                                                    -----------------
                                                                                    $       1,924,252
                                                                                    =================
</TABLE>









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

                                      F-2
<PAGE>
                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE PERIOD JUNE 28, 2002 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2002
<TABLE>
<CAPTION>
<S>                                                                         <C>
 Net sales                                                                  $              320,302

 Cost of sales                                                                             110,418
                                                                            ----------------------
     Gross profit                                                                          209,884
                                                                            ----------------------
 Expenses
     Selling and marketing                                                                 267,748
     Research and development                                                              157,516
     General and administrative                                                          1,060,608
     Depreciation and amortization                                                         168,459
     Impairment of goodwill                                                              6,954,927
     Interest                                                                                3,764
                                                                            ----------------------
     Total expenses                                                                      8,613,022
                                                                            ----------------------
 Net loss                                                                   $           (8,403,138)
                                                                            ======================
 Basic loss per share                                                       $                (2.31)
                                                                            ======================
 Basic weighted average shares outstanding                                               3,642,857
                                                                            ======================

</TABLE>

















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

                                      F-3




<PAGE>
                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE PERIOD JUNE 28, 2002 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                      Preferred Stock         Common Stock                                         Total
                                 ------------------------  --------------------    Additional     Accumulated   Stockholders'
                                    Shares       Amount      Shares     Amount   Paid-in Capital     Deficit       Equity
                                 -----------   ----------  ----------  --------  --------------- -------------  -------------
<S>                              <C>           <C>          <C>         <C>      <C>             <C>            <C>
Balance, June 28, 2002                    --   $       --   1,025,202   $ 1,025  $       3,065   $          --  $       4,090

Issuance of Common Stock for
  Acquisition                             --           --   2,617,655     2,618      8,095,935              --      8,098,553

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

Net Loss                                  --           --          --        --             --      (8,403,138)    (8,403,138)
                                 -----------  -----------  ----------  --------  -------------   -------------  -------------

Balance December 31, 2002          1,025,640  $ 1,200,000   3,642,857  $  3,643  $   8,099,000   $  (8,403,138) $     899,505
                                 ===========  ===========  ==========  ========  =============   =============  =============
</TABLE>


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



                                      F-4

<PAGE>
<TABLE>
<CAPTION>
                  HEALTH SYSTEMS SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE PERIOD FROM JUNE 28, 2002 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2002


<S>                                                                       <C>
Cash flows from operating activities:
    Net loss                                                              $(8,403,138)

    Adjustments to reconcile net loss to net cash used
      in operating activities:
      Depreciation and amortization                                           168,459
      Impairment of goodwill                                                6,954,927
    (Increase) decrease in working capital items, net of acquisitions:
      Accounts receivable                                                      41,237
      Notes receivable                                                         25,600
      Prepaid expenses                                                        (13,656)
      Accounts payable                                                         99,810
      Accrued expenses                                                        (41,443)
      Deferred revenue                                                        (92,462)
      Customer deposits                                                         1,490
                                                                          -----------

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

Cash flow from investing activities:
    Purchase of property and equipment                                       (170,493)
    Purchase of business                                                     (261,515)
                                                                          -----------

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

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

Net cash provided by financing activities                                   1,940,445
                                                                          -----------

Increase in cash                                                              249,261

Cash, beginning of period                                                          --
                                                                          -----------

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

Cash paid during the period for:
    Interest expense                                                      $     3,764
                                                                          ===========

Supplemental disclosures of noncash investing and financing activities:
    Conversion of debt to equity                                          $ 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>

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



                                      F-5
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 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.

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. Total
consideration paid has been allocated as follows:
<TABLE>
<CAPTION>
<S>                                                       <C>
         Current Assets                                   $          357,820
         Goodwill                                                  6,838,135
         Fixed Assets                                              1,393,206
         Other Assets                                                 15,654
         Accounts Payable and Accrued Expenses                      (557,362)
         Assumed servicing costs                                    (438,131)
         Secured Debt                                             (7,357,322)
         Other Liabilities                                            (2,000)
                                                          ------------------
         Purchase price                                   $          250,000
                                                          ==================
</TABLE>
This acquisition created $6,954,927 of purchased goodwill and 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 1,025,202 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.

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 2,142,857 shares of its common stock to the members of PAL. Upon
completion of the acquisition, the Company issued an additional 474,798 shares
of its common stock to certain identified 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 par value with a corresponding
reduction of additional paid in capital. The acquisition was accounted for using
the purchase method of accounting.
                                       F-6
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


1.  Description of Business, Acquisitions and Consolidation - continued

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 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. 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.

Pursuant to a Security Purchase Agreement dated October 22, 2002 the majority
stockholder has made an aggregate cash investment of $2,200,000 in the Company
(See Note 8).

3.  Summary of Significant Accounting Policies

Consolidation: The accompanying consolidated financial statements present the
results of operations of PAL for the period from June 28, 2002 through December
31, 2002 and reflect the acquisition of HQS on October 22, 2002 using the
purchase method of accounting. Subsequent to October 24, 2002 the operations of
the Company included the combined operations of the former PAL and HQS. All
material intercompany transactions and accounts have been eliminated in
consolidation.

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: The Company capitalizes software development costs
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed." The Company capitalizes software development costs after establishing
technological feasibility of the resulting product or enhancement and until the
product is available for general release to customers. These costs are carried
at the lower of unamortized cost or net realizable value. Net realizable value
is determined based upon the estimates of future revenue to be derived from the
use of the software product reduced by the costs of completion and disposing of
the product. All software development costs are being amortized over the same
life as purchased software, three years.
                                       F-7
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


3.       Summary of Significant Accounting Policies - continued

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 performed
impairment tests on all goodwill and purchased intangible assets from the
acquired assets and liabilities of Provider Solutions Corp. on September 17,
2002. Pursuant to these 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.

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 see 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.

Revenue recognition and deferred revenue: The Company generally recognizes
product revenue in accordance with American Institute of Certified Public
Accountants Statement of Position 97-2, "Software Revenue Recognition" ("SOP
97-2"). In accordance with SOP 97-2 the Company recognizes revenue when (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii)
the sales price is fixed or determinable; and (iv) collectibility is reasonably
assured. The Company uses an Internet-based Application Service Provider model
to deliver its software and related services to its post-acute healthcare
customers. In instances where the customer specifies final acceptance of the
product, system or service, revenue is deferred until all acceptance criteria
have been met. The Company prices these services on a transaction fee and on a
subscription fee basis. The revenues from healthcare software and services
subscriptions are earned ratably over the period of the respective agreements,
generally one year. Cash payments received in advance of service or subscription
are recorded as customer deposits. Transaction fee based revenues are recognized
in the period it occurs.

Advertising costs: The Company expenses all advertising costs as incurred.
Advertising costs for the period from June 28, 2002 (date of inception) through
December 31, 2002 was $10,153, and is 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 not capitalized per FSAS 86 (See "Software development
costs" on prior page), which consist of payroll and other related costs, as
incurred.
                                       F-8
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


3.  Summary of Significant Accounting Policies - continued

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 Warrants. Dilutive earnings per share is not shown as the
effect is antidilutive.

Financial instruments: The carrying amounts of financial instruments, including
cash, accounts receivable, notes receivable, prepaid expenses, customer deposits
and deferred revenue approximate fair value as of December 31, 2002, 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 is a specialized
instrument which 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 June 2001, the FASB issued SFAS No. 141,
"Business Combinations" ("SFAS 141"). SFAS 141 requires that all business
combinations initiated after June 30, 2001 as well as purchase method business
combinations completed after June 30, 2001 be accounted for using the purchase
method of accounting and eliminates the pooling-of-interest method. In addition,
SFAS 141 further clarifies the criteria intangible assets acquired in a purchase
method business combination must meet to be recognized and reported apart from
goodwill, noting that any purchased price allocable to an assembled workforce
may not be accounted for separately. Specifically, SFAS 141 requires that an
intangible asset may be separately recognized only if such an asset meets the
contractual-legal criterion or the separability criterion. The adoption of SFAS
141 did not affect the Company's financial statements.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"), which is effective for fiscal years beginning after
June 15, 2002. It requires that obligations associated with the retirement of a
tangible long-lived asset be recorded as a liability when those obligations are
incurred, with the amount of the liability initially measured at fair market
value. Upon initially recognizing an accrued retirement obligation, an entity
must capitalize the cost by recognizing an increase in the carrying amount of
the related long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. Management believes the adoption of SFAS 143 will not have a
significant effect on the Company's financial statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
and measured initially at fair value only when the liability is incurred. SFAS
146 is effective for exit or disposal activities that are initiated after
December 31, 2002. The Company does not expect the adoption of SFAS 146 to have
a material impact on its operating results or financial position.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107
and a rescission of FASB Interpretation No. 34" ("FIN 45"). FIN 45 requires the
recognition of an initial liability for the fair value of an obligation assumed
by issuing a guarantee. The provision for the initial recognition and
measurement of the liability will be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45 is
not expected to materially affect the consolidated financial statements.
                                       F-9
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


3.  Summary of Significant Accounting Policies - continued

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.

4. Property and equipment: Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                            December 31, 2002
                                                           -------------------
                                                             ($ In Thousands)
<S>                                                        <C>
   Office equipment                                        $               121
   Purchased computer software                                              29
   Internally developed software                                         1,386
   Furniture and Fixtures                                                   13
                                                           -------------------
                                                                         1,549
   Less accumulated depreciation and amortization                           89
                                                           -------------------
      Total                                                $             1,460
                                                           ===================
</TABLE>
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 June 28, 2002
(date of inception) through December 31, 2002 the Company recorded depreciation
of $6,474.

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, 2002. 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. The majority stockholder has agreed to purchase
additional Company securities so that the liability can be settled.

6.  Income Taxes

For the period from June 28, 2002 (date of inception) through December 31, 2002
the Company incurred a net operating loss for income tax reporting of
approximately $1,370,000. This net operating loss expires in the year 2022. 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, 2002 are as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>
Operating loss carryforward                                       $    206,000
Goodwill written off for financial purposes                          1,029,000
Valuation allowance                                                 (1,235,000)
                                                                  ------------
Total deferred tax asset                                          $         --
                                                                  ============
</TABLE>
                                      F-10
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


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, 2002:
<TABLE>
<CAPTION>
Fiscal Year                                                          Amount
-----------                                                     ---------------
<C>                                                             <C>
2003                                                            $        17,280
2004                                                                     17,280
2005                                                                     17,280
2006                                                                     17,280
2007                                                                      8,640
                                                                ---------------

Total future payments                                                    77,760
Less amount representing interest                                        17,901

Present value of future payments                                         59,859
Less current portion                                                     10,672
                                                                ---------------
                                                                $        49,187
                                                                ===============
</TABLE>
8.  Equity Transactions

Series A $1.17 Convertible Preferred Stock and Warrants

Pursuant to a Securities Purchase Agreement (the "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 will acquire 1,880,342 shares
of the Company's Series A $1.17 Convertible Preferred Stock (the "Preferred
Stock") (subject to anitdilution) and 1,880,342 Warrants to purchase an equal
number of the Company's common stock. The Preferred stock 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 Warrants are immediately exercisable and expire
five years after their initial dates of the issuance. Both the Preferred Stock
and the Warrants 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 of
December 31, 2002, the majority stockholder purchased a total of 1,025,640
shares of the Preferred Stock and 1,025,640 Warrants to purchase an equal number
of the Company's common stock for an aggregate $1,200,000. The Warrants have not
been valued due to the excessive cost that would be required. During January and
February 2003 the majority stockholder purchased an additional 598,221 shares of
Preferred Stock and 598,221 Warrants to purchase an equal number of the
Company's common stock pursuant to the Agreement for an aggregate $700,000. On
March 13, 2003 the Company received the final payment of $300,000 for 256,481
shares of Preferred Stock and 256,481 warrants to purchase an equal amount of
the Company's common stock.

No later than December 31, 2003, the Company is required to file a Form SB-2
Registration Statement under the Securities Act covering all of the shares of
common stock purchased by the majority stockholder, and its assignees, including
shares that may be received through the exercise of Warrants or the conversion
of the Preferred Stock. In the event a filing is not timely made, the Company
will issue the majority stockholder, as a penalty; additional Warrants equal to
10% of the warrants originally issued for every quarter the filing is not made.
The majority stockholder also has unlimited "piggy back" registration rights.
                                      F-11
<PAGE>
                  Health Systems Solutions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                                December 31, 2002


8.  Equity Transactions - Continued

The majority stockholder has also agreed to make an additional equity investment
up to $2,400,000 to the Company, subject to the satisfaction of certain
conditions, as defined in the Equity Financing Commitment Letter dated October
22, 2002, to finance up to two acquisitions and to satisfy an outstanding tax
liability acquired from a previous acquisition.

9 Contingencies

Operating Leases

The Company leases its office space in Tampa, Florida. Rent expense totaled
$49,402 for the period from June 28, 2002 (date of inception) through December
31, 2002 and is included in general and administrative expenses in the
accompanying consolidated financial statements. The Company also leases storage
space, certain pieces of office and communication equipment as well as a
co-location site for its application and data base servers. The Company has not
finalized the negotiation on its lease for its office space and is currently
renting on a month-to-month basis at $14,361 per month.

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

Savings Plan

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. 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 three largest customers represented 24.9%, 11.1% and 10.6% of the
Company's accounts receivable at December 31, 2002.

Revenue

The Company had one customer who accounted for 18% of the Company's revenue for
the period from June 28, 2002 (date of inception) through December 31, 2002.





                                      F-12