UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

[X]      Annual report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

[ ]      Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

              For the transition period from _________ to _________

                           Commission File No. 0-29485

                           COLUMBIALUM STAFFING, INC.
                 (Name of Small Business Issuer in Its Charter)

         NEVADA                                            33-0850639
-------------------------                                 ----------
(State or Other Jurisdiction of                          (IRS Employer
Incorporation or Organization)                         Identification Number)

310 East Harrison Street, Tampa, Florida                      33602
----------------------------------------                      -----
(Address of Principal Executive Offices)                    (Zip Code)

                                 (813) 225-1200
                           (Issuer's Telephone Number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  (None)

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, par value $0.0001
                         -------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports); and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $471,821

<PAGE>

The market value of the common stock held by non-affiliates cannot be estimated
since there is no market for the company's shares.

The were 2,600,000 shares of common stock outstanding as of March 18, 2002.


                       DOCUMENTS INCORPORATED BY REFERENCE


None.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

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                                INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks that increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

Columbialum was organized under the laws of the State of Nevada on April 9,1998,
and was a "blank check" or "shell" company whose primary purpose was to engage
in a merger with, or acquisition of one or a small number of private firms
expected to be private corporations, partnerships or sole proprietorships. On
September 27, 2001, a limited liability company controlled by Rene Morissette
acquired 97.4% of our outstanding common stock, changed management, and in
November 2001, entered into an agreement to acquire Integra Staffing, Inc.
("Integra"). We acquired Integra in December 2001 and its staffing business is
the core of our business at the present time.

Integra was organized in 1999, and as of December 31, 2001, was providing
approximately 37 flexible staff personnel monthly in the Tampa, Florida area. We
plan to grow our business through the acquisition of private companies that
complement each other and through increased marketing efforts.

GENERAL

We are a local provider of human resource services focusing on the
administrative and light industrial staffing market in Tampa, Florida, through
our Integra subsidiary. Integra recruits, trains and deploys temporary personnel
and provides payroll administration services to its clients. Integra's clients,
consisting primarily of local companies, include businesses in the
manufacturing, distribution, hospitality, and construction industries.

As of December 31, 2001, Integra provided approximately 37 flexible staffing
personnel monthly. Integra has approximately 70 clients.

Staffing companies provide one or more of three basic services to clients: (i)
flexible staffing; (ii) placement and search; and (iii) outplacement. Based on
information provided by the American Staffing Association, formerly the National
Association of Temporary and Staffing Services, the National Association of
Professional Employer Organizations and Staffing Industry Analysts, Inc.,
staffing industry revenues for 2000 were approximately $63.6 billion. Over the
last five years, the staffing industry has experienced significant growth, due
largely to the utilization of temporary help across a broader range of
industries. Staffing industry revenues grew from approximately $59.5 billion in
1999 to approximately $63.6 billion in 2000, or 6.9%. We believe that the
industrial staffing market is highly fragmented and that in excess of 75% of
industrial staffing revenues are generated by small local and regional
companies.

COMPANY SERVICES

Our Integra subsidiary focuses on meeting our clients' flexible staffing needs,
targeting opportunities in a fragmented, growing market that we believe has been
under-served by large full service staffing companies. Significant benefits of
Integra's services to clients include providing the ability to outsource the
recruiting and many logistical aspects of their staffing needs, as well as
converting the fixed cost of employees to the variable cost of outsourced
services.

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- PAYROLL ADMINISTRATION. We assume responsibility for our Integra service
employees for payroll and attendant record-keeping, payroll tax deposits,
payroll tax reporting, and all federal, state, county, and city payroll tax
reports (including 941s, 940s, W-2s, W-3s, W-4s and W-5s), state unemployment
taxes, employee file maintenance, unemployment claims and monitoring and
responding to changing regulatory requirements.

- AGGREGATION OF STATUTORY AND NON-STATUTORY EMPLOYEE BENEFITS. We provide
workers' compensation and unemployment insurance to our service employees.
Workers' compensation is a state-mandated comprehensive insurance program that
requires employers to fund medical expenses, lost wages, and other costs that
result from work related injuries and illnesses, regardless of fault and without
any co-payment by the employee. Unemployment insurance is an insurance tax
imposed by both federal and state governments. Our human resources and claims
administration departments monitor and review workers' compensation for loss
control purposes.

We are the employer of record with respect to flexible industrial staffing
services and assume responsibility for most employment regulations, including
compliance with workers' compensation and state unemployment laws. As part of
our basic services in the flexible staffing market, we conduct a human resources
needs analysis for clients and client employees. Based on the results of that
review, we recommend basic and additional services that the client should
implement.

We provide certain other services to our flexible industrial staffing clients on
a fee-for-service basis. These services include screening, recruiting, training,
workforce deployment, loss prevention and safety training, pre-employment
testing and assessment, background searches, compensation program design,
customized personnel management reports, job profiling, description,
application, turnover tracking and analysis, drug testing policy administration,
affirmative action plans, opinion surveys and follow-up analysis, exit
interviews and follow-up analysis, and management development skills workshops.

SALES AND MARKETING

We market our flexible staffing services through a combination of direct sales,
telemarketing, trade shows and advertising. We have two full time salesmen.

CLIENTS

Our clients represent a cross-section of the industrial sector, of which no
single client represents more than 5% of our total revenues. Although more than
99% of Integra's clients are local and regional companies, Integra's client list
does include some national companies. One customer, H. Lee Moffit Medical
Clinic, represented 16% of our revenue for the year ended December 31, 2001.

We attempt to maintain diversity within our client base in order to decrease our
exposure to downturns or volatility in any particular industry, but we cannot
assure you that we will be able to maintain such diversity or decrease our
exposure to such volatility. All prospective clients fill out a questionnaire to
help us evaluate workers' compensation risk, creditworthiness, unemployment
history, and operating stability. Generally, flexible industrial staffing
clients do not sign long-term contracts.

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Many of our clients are concentrated geographically in western Florida, however
we are not dependent on any one customer in any of the markets we serve.

COMPETITION

The flexible staffing market is highly fragmented and characterized by many
small providers in addition to several large public companies, including Ablest,
Inc., which competes directly with the Company, Spherion, Adecco, S.A., Kelly
Services, Inc., Manpower, Inc., and others. There are limited barriers to entry
and new competitors frequently enter the market. Although a large percentage of
flexible staffing providers are locally operated with fewer than five offices,
most of the large public companies have significantly greater marketing,
financial and other resources than us. We believe that by focusing primarily on
customer service, we enjoy a competitive advantage over many of our competitors
that attempt to provide a broader range of staffing services. We also believe
that by targeting regional and local companies, rather than the national
companies that are generally being pursued by our competitors, we can gain
certain competitive advantages.

We believe that several factors contribute to obtaining and retaining clients in
the clerical, light industrial and technical support staffing market. These
factors include an understanding of clients' specific job requirements, the
ability to reliably provide the correct number of employees on time, the ability
to monitor job performance, and the ability to offer competitive prices. To
attract qualified candidates for flexible employment assignments, companies must
offer competitive wages, positive work environments, flexibility of work
schedules, an adequate number of available work hours and, in some cases,
vacation and holiday pay. We believe we are reasonably competitive in these
areas in the markets in which we compete, although we cannot assure you that we
will maintain a competitive standing in the future.

INDUSTRY REGULATION

OVERVIEW

As an employer, we are subject to federal, state, and local statutes and
regulations governing our relationships with our employees and affecting
businesses generally, including employees at client worksites.

We assume the sole responsibility and liability for the payment of federal and
state employment taxes with respect to wages and salaries paid to our employees.
Payroll taxes for the third quarter of 2001 are past due from Integra in the
amount of $13,275 at December 31, 2001, and an arrangement has been made with
the IRS to pay the liability monthly through May, 2002.

Employee Benefit Plans. We offered various benefit plans to our worksite
employees. These plans included a multiple-employer retirement plan, a cafeteria
plan, a group health plan, a group life insurance plan, a group disability
insurance plan and an employee assistance plan. Generally, employee benefit
plans are subject to provisions of both the Internal Revenue Code and the
Employee Retirement Income Security Act of 1974, as amended. In order to qualify
for favorable tax treatment under the Code, the benefit plans must be
established and maintained by an employer for the exclusive benefit of the
employer's employees. An IRS examination may determine that we were not the
employer of our worksite employees under Internal Revenue Code provisions
applicable to employee benefit plans. If the IRS were to conclude that we were
not the employer of our worksite employees for employee benefit plan purposes,
those employees would not have qualified to make tax favored contributions to
our multiple-employer retirement plans or cafeteria plan. If such conclusion
were applied retroactively, employees' vested account balances, could become

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taxable immediately, we could lose our tax deduction to the extent the
contributions were not vested, the plan trust could become a taxable trust and
penalties could be assessed. In such a scenario, we could face the risk of
potential litigation by some of our clients. As such, we believe that a
retroactive application by the IRS of an adverse conclusion could have a
material adverse effect on our financial position, results of operations and
liquidity.

ERISA also governs employee pension and welfare benefit plans. The United States
Supreme Court has held that the common law test of employment must be applied to
determine whether an individual is an employee or an independent contractor
under ERISA. If we were found not to be an employer for ERISA purposes, our
employee benefit plans would not be subject to ERISA. As a result of such
finding, we and our employee benefit plans would not enjoy the preemption of
state law provided by ERISA and could be subject to varying state laws and
regulations, as well as to claims based upon state common law.

Workers' Compensation

Workers' compensation is a state mandated comprehensive insurance program that
requires employers to fund medical expenses, lost wages and other costs
resulting from work-related injuries and illnesses. In exchange for providing
workers' compensation coverage for employees, employers are generally immune
from any liability for benefits in excess of those provided by the relevant
state statutes. In most states, the extensive benefits coverage for both medical
costs and lost wages is provided through the purchase of commercial insurance
from private insurance companies, participation in state-run insurance funds,
self-insurance funds or, if permitted by the state, employer self insurance.
Workers' compensation benefits and arrangements vary on a state-by-state basis
and are often highly complex. In Florida, for instance, employers are required
to furnish, solely through managed care arrangements, the medically necessary
remedial treatment for injured employees.

TRADEMARKS AND SERVICE MARKS

We do not have any registered trade or service marks. It is our intention to
develop service marks as appropriate and seek federal registration when
possible. We have begun the process of registering the mark "Resolve
Staffing(TM)", and, if federal registration is granted, we intend to develop
Resolve Staffing as our brand identity.

CORPORATE EMPLOYEES

As of December 31, 2001, we had 40 employees, of whom 37 were employed in our
Integra subsidiary as worksite employees and 3 were employed in sales and
administrative capacities. We believe that our relationships with our employees
are good.

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EXPANSION PROGRAM

We plan to acquire competitive temporary staffing firms operating in larger
metropolitan cities including Tampa, Florida and surrounding areas. Target
companies being sought will have recognized local brands and a network of office
locations able to collectively produce positive cash flows. Our principal areas
of interest are in the southeast and mid-west market places. We plan to operate
acquired companies under their existing brand identities to minimize alienation
of the local community by a name change. Where possible, we plan to consolidate
administrative and record keeping functions in an effort to improve operating
efficiency.

Our acquisition program will be focused on acquiring businesses that have a
strong presence in the office administration, data processing, network
administration, and technical production support market segments within the
staffing industry. We believe that our expertise and service regimes, once
integrated into operating procedures of the acquired companies, will allow these
businesses to be more competitive and attractive to staffing service consumers
in these critical market segments.

In addition, we plan to acquire or develop platform entry business in the
emerging Professional Employer Organization ("PEO") industry. PEO's provide
their clients with a range of services consisting of payroll administration,
benefits administration, unemployment services and human resources consulting
services. PEO's become co-employers with their clients as to the clients
worksite employees, with employment related liabilities contractually allocated
between the PEO's and their clients. While PEO co-employment relationships raise
questions concerning the employer/employee relations under tax and welfare
benefit laws, we believe that offering these services to our clients will create
revenue growth potential.

ITEM 2.  DESCRIPTION OF PROPERTY

Our executive offices consist of 2,000 square feet of office space, without
rent, at a facility provided by A. Gale Porter, our President, Chief Operating
Officer and a director.

Integra occupies approximately 1,540 square feet of office space pursuant to a
three-year lease expiring October 30, 2002. The space, together with the
executive offices provided by Mr. Porter, has been adequate for our present
level of operations. We will require additional facilities in which to
centralize our accounting, training, human resource, risk management and
executive work activities, and efforts to secure such space in East Tampa,
Florida are underway. We will require larger scale data processing and network
communication capabilities in order to facilitate the assimilation of acquired
companies into our methods of operating and accounting standards, and to provide
customers state-of-the-art service and support.

ITEM 3.  LEGAL PROCEEDINGS

We may from time to time be involved in various claims, lawsuits, disputes with
third parties, actions involving allegations of discrimination, or breach of
contract actions incidental to the operation of our business. We are not
currently involved in any such litigation that we believe could have a
materially adverse effect on our reported financial condition or results of
operations.

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

On December 10, 2001, Work Holdings, LLC, the holder of approximately 97% of our
outstanding common stock on that date, consented to the taking of the following
actions:

         o        An amendment and restatement of our Articles of Incorporation
                  which (a) changed the name of the company to "Columbialum
                  Staffing, Inc."; (b) increased the number of shares of Common
                  Stock the Company is authorized to issue from 20,000,000 to
                  50,000,000; (c) increased the number of shares of Preferred
                  Stock the Company is authorized to issue from 2,000,000 to
                  10,000,000; (d) changed the par value of the Common Stock from
                  $.001 to $.0001; and (e) changed the par value of the
                  Preferred Stock from $.001 to $.0001.

         o        The adoption of our 2001 Equity Incentive Plan.

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                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
         MATTERS

MARKET INFORMATION

Our securities do not currently, and have not in the past, traded on any active
or liquid public market. Thus, there is currently no market for our securities
and there can be no assurance that a trading market will develop or, if one
develops, that it will continue. We plan to assist brokers in quoting our shares
of common stock on the Nasdaq OTC Bulletin Board, although we cannot assure you
that any brokers will make a market in our shares

NUMBER OF SHAREHOLDERS

The number of shareholders of record of our Common Stock as of the close of
business on March 15, 2002 was 17.

DIVIDEND POLICY

To date, we has declared no cash dividends on its Common Stock, and we do not
expect to pay cash dividends in the near term. We intend to retain future
earnings, if any, to provide funds for operation of our business.

RECENT SALES OF UNREGISTERED SECURITIES

On November 16, 2001, we issued an aggregate of $7,300 principal amount of 5%
convertible subordinated debentures due December 31, 2002 to 26 individuals and
entities, each of whom were accredited investors pursuant to Rule 506 of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"). The transaction was made directly by our officers and directors without a
placement agent. The debentures are convertible into restricted shares of our
Common Stock for $.001 per share that may result in the issuance of up to
7,300,000 shares.

On December 6, 2001, we issued an aggregate of $11,150 of 6% convertible
subordinated debentures due June 30, 2003 to 104 accredited and 32
non-accredited investors pursuant to Rule 506 of Regulation D under the
Securities Act. No placement agent was employed for this offering. The
debentures are convertible into restricted shares of our Common Stock for $.10
per share that may result in the issuance of up to 111,500 shares.

On December 10, 2001, we issued 1,500,000 shares of our restricted Common Stock
to five individuals in exchange for all of the outstanding capital stock of
Integra, which exchange was exempt under Section 4(2) of the Securities Act.

On January 21, 2002, we issued 100,000 shares of our restricted Common Stock to
Apogee Business Consultants, LLC pursuant to our consulting agreement with them.
The shares were issued pursuant to Section 4(2) of the Securities Act.

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In March 2002 we issued $100,000 principal amount of 18% Subordinated
Convertible Notes due October 1, 2002. The due date of the Notes may be extended
for up to an additional six months and are convertible into shares of Common
Stock for $2.00 per share.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

GENERAL OVERVIEW

Our activities since inception were limited to organizational matters, and did
not have operating activity until we acquired Integra in November, 2001.

We registered our Common Stock on a Form 10SB Registration Statement filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof. We file periodic reports under Rule 13(a) of the Exchange Act
with the Securities and Exchange Commission, including quarterly reports on Form
10-QSB and annual reports on Form 10-KSB.

RISK FACTORS

This report contains forward-looking statements that may be affected by risks
and uncertainties that are outside of our control. Our actual operating results
could differ materially as a result of certain factors, including those set
forth below or described in other parts of this report.

We have a limited operating history of less than two years, making it difficult
to evaluate our future prospects

We were incorporated in April 1998, and through Integra, have only been engaged
in the staffing business since August 1999. We have a limited operating history
upon which an investor may evaluate our business and prospects. Our potential
for future profitability must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development, particularly companies in rapidly evolving
markets, such as staff services in general and those catering to small to medium
businesses in particular. We may not successfully address any of these risks. If
we do not successfully address these risks, our business will be seriously
harmed.

We have incurred losses in each quarter since inception, and we expect to incur
significant operating losses for the foreseeable future

We have incurred net losses from operations in each quarter since inception and,
as of December 31, 2001, had an accumulated deficit of $407,403. We expect to
continue to incur losses for the foreseeable future. We expect to significantly
increase our operating expenses in the near future as we attempt to build our
brand, expand our customer base, and make acquisitions. To become profitable, we
must substantially increase revenue and achieve and maintain positive gross
margins. We may not be able to increase revenue and gross margins sufficiently
to achieve profitability.

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If we lost our new working capital funding source, we would be unable to pay our
employees on a daily basis or comply with the funding requirements of our
workers' compensation policies

We pay our flexible staffing employees on a daily or weekly basis. However, on
average, we receive payment for these services from our customers 30 to 45 days
after the date of invoice. As we establish or acquire new offices, or as we
expand existing offices, we will have increasing requirements for cash to fund
these payroll obligations. Our primary sources of working capital funds for
payroll-related and workers' compensation expenditures have come from
shareholder loans and other short-term loans. We are seeking a revolving
facility with a financial factor. If outside financing sources are not
available, or we are unable to secure financing on acceptable terms, our
business, financial condition, results of operations, and liquidity would be
materially adversely affected.

We may have significant amortization charges associated with acquisitions that
will increase our losses or reduce our earnings in the future

Our business plan includes the acquisition of several staffing businesses that
may result in significant increases in goodwill and other intangible assets.
Goodwill is the excess of cost over the fair value of net assets of a business
acquired. Goodwill and other intangible assets may include territory rights,
customer lists, employee lists, and covenants not to compete acquired in the
acquisitions. Net identifiable intangible assets are recorded at fair value on
the date of acquisition. In 2002, Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" became effective and as a
result, we would be required to perform an annual impairment review of all our
goodwill and other intangible assets. If it is determined that the value of
these intangible assets have been impaired, we will required to write down the
value of the intangible assets, as opposed to amortizing the intangible assets
over periods ranging from one to 40 years, as previously allowed. We cannot
assure you that we will ever realize the value of the intangible assets we may
acquire, or to what extent those intangible assets may be impaired. On an
ongoing basis, we will make an evaluation based on projected discounted cash
flows at least annually, and at closer intervals if events and circumstances
indicate that the carrying value of intangible assets may no longer be
recoverable, in which case an additional charge to earnings may be necessary.
Any amount of goodwill expensed as an impairment of value will increase our
losses or reduce our earnings. Any future determination requiring the write off
of a significant portion of the carrying valued of our intangible assets could
have a material adverse effect on our financial condition and results of
operations.

Although we have not entered into an agreement for any acquisitions, we plan to
seek out suitable candidates. Should we enter into any acquisition agreements in
the future, the resulting amortization of goodwill and other intangible assets
over the expected life of those assets would reduce our operating income
accordingly.

We are subject to government regulations and any change in these regulations, or
the possible retroactive application of these regulations, could adversely
affect our business

As an employer, we are subject to all federal, state, and local statutes and
regulations governing our relationships with our employees and affecting
businesses generally, including our employees assigned to work at client company
locations (sometimes referred to as worksite employees). We intend to provide
services as a PEO. PEO's provide their clients with a range of services

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consisting of payroll administration, benefits administration, unemployment
services, and human resources consulting services. PEO's become co-employers
with their clients as to the clients' worksite employees, with
employment-related liabilities contractually allocated between the PEO's and
their clients. We may be subject to certain federal and state laws related to
PEO services. Because many of these laws were enacted before the development of
alternative employment arrangements, such as those provided by PEOs and other
staffing businesses, many of these laws do not specifically address the
obligations and responsibilities of non-traditional employers. Interpretive
issues concerning these relationships have arisen and remain unsettled.
Uncertainties arising under the Internal Revenue Code of 1986, as amended,
include, but are not limited to, the qualified tax status and favorable tax
status of certain benefit plans we and other alternative employers provide. The
unfavorable resolution of these unsettled issues could have a material adverse
effect on our results of operations, financial condition, and liquidity. In
addition, the Internal Revenue Service has formed an examination division,
market segment specialization program, to examine PEOs throughout the United
States.

Our employee related costs are significant, and if increased and we are unable
to pass these costs on to our customers, could adversely affect our
profitability

We are required to pay a number of federal, state, and local payroll taxes and
related payroll costs, including unemployment taxes, workers' compensation
insurance premiums and claims, Social Security, and Medicare, among others, for
our employees. We also incur costs related to providing additional benefits to
our employees, such as insurance premiums for health care. Health insurance
premiums, unemployment taxes and workers' compensation insurance premiums and
costs are significant to our operating results, and are determined, in part, by
our claims experience. We attempt to increase fees charged to our customers to
offset any increase in these costs, but we may be unable to do so. If the
federal or state legislatures adopt laws specifying additional benefits for
temporary workers, demand for our services may be adversely affected. In
addition, workers' compensation expenses are based on our actual claims
experiences in each state and our actual aggregate workers' compensation costs
may exceed estimates.

We may be exposed to employment related claims and costs that could materially
adversely affect our business

Temporary staffing companies such as ours, employ people in the workplace of
their customers. This creates a risk of potential litigation based on claims by
customers of employee misconduct or negligence, claims by employees of
discrimination or harassment, including claims relating to actions of our
customers, claims related to the inadvertent employment of illegal aliens or
unlicensed personnel, payment of workers' compensation claims and other similar
claims. We may be held responsible for the actions at a job site of workers not
under our direct control.

We experience intense competition in our industry which could limit our ability
to maintain or increase our market share or profitability

The flexible staffing market is highly fragmented and highly competitive, with
limited barriers to entry. Several very large full-service and specialized
temporary labor companies, as well as small local and regional operations,
compete with us in the flexible staffing industry. Competition in the staffing
market is intense, and both competitors and customers create price pressure. We
expect that the level of competition will remain high in the future, which could
limit our ability to maintain or increase our market share or profitability.

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If we were unable to recruit and retain our key office managers and field
personnel, and our officers and directors our results of operations would be
adversely affected

We rely heavily on the performance and productivity of our office managers and
will rely on field personnel who will manage the operation of the recruiting and
dispatch offices, including recruitment and daily dispatch of temporary workers,
marketing and providing quality customer service. The loss of our key managers
and the failure to recruit field personnel may jeopardize existing customer
relationships with businesses that continue to use our staffing services based
upon our past relationships with these managers.

Additionally, we rely on the services of R. Gale Porter, our President, Chief
Operating Officer and Director, and those of Cristino L. Perez, our Chief
Operating Officer, Secretary, Treasurer and Director. Both Mr. Porter and Mr.
Perez began providing substantial services to us starting January 2002, and we
rely on them to continue to provide services in the future. The loss of Mr.
Porter or Mr. Perez may disrupt our current operations and may require that we
recruit individuals of similar background and experience. It is uncertain
whether we could attract individuals with the level of experience necessary to
manage our operations, and if so, it is uncertain whether we would have the
resources available to provide them with adequate compensation for their
services.

Our business would suffer if we could not attract temporary workers to fill the
jobs we offer

We compete with other temporary personnel companies to meet our customer's
needs. We must continually attract reliable temporary workers to fill positions
and may from time to time experience shortages of available temporary workers.
During periods of increased economic activity and low unemployment, the
competition among temporary staffing firms for qualified personnel increases.
Many regions in which we operate are experiencing historically low rates of
unemployment and we have experienced, and may continue to experience,
significant difficulties in hiring and retaining sufficient number of qualified
personnel to satisfy the needs of our customers. Also, we may face increased
competitive pricing pressures during these periods of low unemployment rates.

Any significant economic downturn could result in businesses using fewer
temporary employees, which could materially adversely affect us

Historically, the general level of economic activity has significantly affected
the demand for temporary personnel. When economic activity increases, temporary
employees are often added before full-time employees are hired. However, as
economic activity slows, many companies reduce their use of temporary employees
before laying off full-time employees. In addition, we may experience more
competitive pressure to lower the prices we charge our clients during periods of
economic downturn. Fluctuations and interruptions in the business of our clients
may also reduce demand for temporary employees. Therefore, any significant
economic downturn could have a material adverse impact on our financial
condition and results of operations.

                                       14
<PAGE>

We will require significant additional capital in the future, which may not be
available on suitable terms, or at all

The expansion and development of our business will require significant
additional capital, which we may be unable to obtain on suitable terms, or at
all. If we are unable to obtain adequate funding on suitable terms, or at all,
we may have to delay, reduce, or eliminate some or all of our advertising,
marketing, acquisition activity, general operations or any other initiatives. We
will require substantial additional funds to carry out and expand our planned
staffing activities. During the next 12 months, we expect to meet our cash
requirements with existing cash, cash equivalents bank financing, and the
proceeds of future private placements of our securities. If we issue convertible
debt or equity securities to raise additional funds, our existing stockholders
will be diluted.

We have risks associated with potential acquisitions or investments

Since we were founded, we have significantly expanded through acquisitions. In
the future, we plan to pursue additional acquisitions. We will do this to:

         o        recruit well-trained, high-quality professionals,
         o        expand our service offerings,
         o        gain additional industry expertise,
         o        broaden our client base, and
         o        expand our geographic presence.

We may not be able to successfully integrate businesses which we may acquire in
the future without substantial expense, delays, or other operational or
financial problems. We may not be able to identify, acquire, or profitably
manage additional businesses. We may also require debt or equity financing for
future acquisitions that may not be available on terms favorable to us, if at
all.

         Also, acquisitions may involve a number of risks, including:

         o        diversion of management's attention,
         o        failure to retain key personnel,
         o        failure to retain existing clients,
         o        unanticipated events or circumstances,
         o        legal liabilities, and
         o        amortization of acquired intangible assets.

We cannot assure you that client satisfaction or performance problems at a
single acquired firm will not have a material adverse impact on our reputation
as a whole. Further, we cannot assure you that our recent or future acquired
businesses will generate anticipated revenues or earnings.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations through short-term credit facilities and from
the sale of convertible debentures. On November 16, 2001, we issued an aggregate
of $7,300 principal amount of 5% convertible subordinated debentures due
December 31, 2002 to 18 individuals and entities, each of whom were accredited
investors pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act"). The transaction was made directly by the
officers and directors of the Company without a placement agent. The debentures
are convertible into restricted shares of our Common Stock for $.001 per share
and may result in the issuance of up to 7,300,000 shares.

On December 6, 2001, we issued an aggregate of $11,150 of 6% convertible
subordinated debentures due June 30, 2003 to 104 accredited and 32
non-accredited investors pursuant to Rule 506 of Regulation D under the
Securities Act. No placement agent was employed for this offering. The
debentures are convertible into restricted shares of our Common Stock for $.10
per share and may result in the issuance of up to 111,500 shares.

In March 2002, we authorized the issue and sale of 18% Subordinated Convertible
Note due October 1, 2002 in the aggregate principal amount of not more than U.S.
$250,000. We would have the option of extending the maturity date for up to two
successive three months periods ending January 1, 2003 and April 1, 2003. At the
option of the holder, the principal amount of the notes, in whole or in part,
are convertible into our restricted Common Stock at $2 per share that may result
in the issuance of up to 125,000 shares. As of March 24, 2002, we have received
$100,000 proceeds from two such notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are more fully described in Note A to our
financial statements. However, certain of our accounting policies are
particularly important to the portrayal of our financial position and results of
operations and require the application of significant judgment by our
management; as a result they are subject to an inherent degree of uncertainty.
In applying these policies, our management uses their judgment to determine the
appropriate assumptions to be used in the determination of certain estimates.
Those estimates are based on our historical, 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. Our
significant accounting policies include:

         o        Revenue cost recognition: We record our service revenues from
                  our customers at the time our temporary employees perform
                  services on customer assignments. We record revenues from
                  permanent placement at the time the customer agrees to hire a
                  candidate we supply to them. Consistent with industry
                  practice, we are at risk for all employee salaries and wages,
                  employment-related taxes, workers compensation insurance and
                  other benefits we provide to the employee, whether or not we
                  are able to collect our accounts receivable from our
                  customers.

         o        Allowance for uncollectible accounts receivable: We estimate
                  and provide an allowance for uncollectible accounts receivable
                  based on analysis and age of our open accounts, our experience
                  with the particular customer, our own historical experience
                  with bad debts, as well as other information obtained from
                  outside sources.

                                       16
<PAGE>

         o        Workers compensation insurance: The cost of our workers
                  compensation insurance is based on premiums determined by our
                  insurance carrier for the particular type of service our
                  employees provide to our customers, modified by a factor
                  computed based on our claims history. A deterioration in our
                  claims experience would result in increased insurance costs
                  for future salary and wages base. Although we attempt to
                  estimate our future liability, often it is the result of
                  unanticipated claims for work related injuries.

         o        Long-lived assets: We depreciate property and equipment over
                  the respective asset's estimated useful life. We determine the
                  useful lives of each asset based of how long we determine the
                  asset will generate revenue or has a useful economic life. We
                  review the remaining useful life of the assets annually to
                  ascertain that our estimate is still valid. If we determine
                  the useful lives has materially changed, we either change the
                  useful life of the assets or in some cases, may write the
                  asset if we determined the asset has exhausted its useful
                  life.

         o        Income taxes: As part of the process of preparing our
                  financial statements, we are required to estimate our income
                  taxes. This process involved estimating our actual current tax
                  exposure together with assessing temporary differences
                  resulting from differing treatment of specific items, such as
                  depreciation, allowance for uncollectible accounts receivable
                  and others. These differences result in deferred tax assets
                  and liabilities. We must then assess the likelihood that our
                  deferred tax assets will be recovered from future taxable
                  income, and to the extent we believe that recovery is not
                  likely, we must establish a valuation allowance. To the extent
                  we establish a valuation allowance or increase the allowance
                  in a period, we must include an expense within the tax
                  provision in the statement of operations. We recorded a
                  valuation allowance of $112,600 as of December 31, 2001 due to
                  uncertainties relating to our ability to utilize some of our
                  deferred tax assets, consisting primarily of net operating
                  losses carried forward to the period over which they could be
                  recoverable. In the event that actual results differ from
                  these estimates or we adjust these estimates in future
                  periods, we may need to establish an additional valuation
                  allowance which could materially impact our financial position
                  and results of operations.

COMPARISON OF OPERATION FOR YEAR ENDED DECEMBER 31, 2001 (CONSOLIDATED) TO YEAR
ENDED DECEMBER 31, 2000

Prior to our acquisition of Integra in December 2001 and its staffing business
which is the core of our business at the present time, we were considered a
"blank check" or "shell" without operations, no revenues and nominal
administrative expenses, therefore the following comparisons relate
substantially to the historical operations of Integra, our wholly owned
subsidiary.

Revenues for years ended December 31, 2001 to 2000 decreased to $471,821 from
$556,267 or a 15% decrease, due primarily to the Integra's previous management
inability to provide adequate funding and secondly to the slowdown of business
activity after the 9/11 disaster.

For the years December 31, 2001 and 2000 the major categories of expenses, as a
percent of revenue were as follows:

                                       17
<PAGE>

                                            2001                  2000
                                       ----------------     ------------------
Legal & professional                           11%                     1%
Advertising & promotion                         5%                     6%
Salaries and benefits                          42%                    34%
Payroll taxes                                   2%                     2%
Penalties                                       4%                     -%
Rent & leases                                   5%                     4%
Travel & entertainment                          2%                     2%
Administrative expenses                        10%                     7%


Legal & professional expense increased from $6.894 in 2000 to $52,621 in 2001,
reflecting the increased legal costs associated with acquisition of Integra, as
well as costs associated with an outside consultant engaged to assist our
management with (a) the requirements for such acquisition, (b) the increased
level of compliance associated with the change of control, (c) restructuring our
common and preferred stock, and (d) assistance and coordination with our stock
transfer agent. The six-month agreement with this consultant expires March 31,
2002.

Advertising and promotion expense decreased from $32,504 in 2000 to $21,710 in
2001, reflecting a decreased level of operations and in order to conserve
resources.

Salaries and benefits increased from $187,715 in 2000 to $197,304 in 2001,
reflecting the hiring of an additional salesperson in an attempt to boost
revenues. Related payroll taxes remained constant as they relate to salaries.

Payroll tax penalties increased from $659 in 2000 to $19,638 in 2001, reflecting
Integra's inability to secure financing in order to properly fund its
operations. Since that time the shareholders were able to properly fund the
operations, and therefore this cost is not expected to recur.

Rent & leases expense increased from $19,727 in 2000 to $22,626 in 2001,
reflecting the temporary leasing of second operational office. The second
location was closed before the end of 2001.

Travel & entertainment increased from $9,356 in 2000 to $10,071 in 2001, but
remained substantially constant as a percent of revenues.

Administrative expenses increase from $38,776 in 2000 to $48,551 in 2001 for a
3% increase related to revenues. The major components of administrative expenses
for year 2001 and 2000 were as follows: auto expense $5,075 and $0 reflecting
the prior management auto allowance; bank charges $3,937 and $1,295 reflecting
lower bank balance plus fees for non-sufficient funds; telephone expense $8,511
and $7,179 reflecting the operations of the second operational office;
depreciation expense $4,473 and $3,104 reflecting the increase assets to support
two locations.

INFLATION

Management believes that inflation has not had a material effect on our results
of operations.

                                       18
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                                                                           Page

Independent Auditor's Report                                                F-1

Financial Statements -

         Balance sheets as of December 31, 2001 (consolidated)
           and 2000                                                         F-2

         Statements of operations for the years ended December 31, 2001
           (consolidated) and 2000                                          F-3

         Statements of cash flows for the years ended December 31, 2001
           (consolidated) and 2000                                          F-4

         Statements of stockholders' equity for the years ended
           December 31, 2001 (consolidated) and 2000                        F-5

Notes to Financial Statements                                               F-6

                                       19
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
Columbialum Staffing, Inc.
Tampa, Florida

I have audited the  accompanying  balance sheets of Columbialum  Staffing,  Inc.
(formerly  Columbialum,  Ltd.) as of December 31, 2001  (consolidated) and 2000,
and the related  statements of operations,  cash flows and stockholders'  equity
for the years ended December 31, 2001  (consolidated)  and 2000. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on our audit.

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

In my opinion,  the financial statements referred to above present fairly in all
material  respects,  the financial  position of  Columbialum  Staffing,  Inc. at
December 31, 2001 (consolidated) and 2000, and the result of its operations, its
cash  flows and  stockholders'  equity for the years  ended  December  31,  2001
(consolidated)  and 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.


/S/ TIMOTHY M.GRIFFITHS, CPA

TIMOTHY M. GRIFFITHS, CPA
Tampa, Florida
March 6,  2002, except for Note P,
  which is as of March 24, 2002

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                                  COLUMBIALUM STAFFING, INC.
                                                         BALANCE SHEETS
                                                   DECEMBER 31, 2001 AND 2000


                                                                                      (Consolidated)
                    ASSETS                                                                 2001                    2000
                                                                                   ---------------------    -------------------
<S>                                                                                 <C>                      <C>
CURRENT ASSETS
    Cash                                                                            $            19,467      $          19,697
    Accounts receivable, net of allowance
      for bad debts                                                                              30,069                 58,051
    Prepaid and other assets                                                                      8,317                  2,616
                                                                                   ---------------------    -------------------
        Total current assets                                                                     57,853                 80,364
                                                                                   ---------------------    -------------------

PROPERTY AND EQUIPMENT
    Property and equipment                                                                       28,382                 11,736
    Less: Accumulated depreciation                                                                8,202                  3,729
                                                                                   ---------------------    -------------------
        Net property and equipment                                                               20,180                  8,007
                                                                                   ---------------------    -------------------

                  TOTAL ASSETS                                                      $            78,083      $           8,371
                                                                                   =====================    ===================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                                $            23,698      $           6,530
    Accrued payroll taxes                                                                        17,171                 66,630
    Accrued salaries                                                                                  -                  9,985
    Debentures payable                                                                           18,450                      -
    Customer deposits                                                                                 -                  8,558
    Other current liabilities                                                                       642                  1.924
                                                                                   ---------------------    -------------------

        Total current liabilities                                                                59,961                 93,627
                                                                                   ---------------------    -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value, 50,000,000
      shares authorized, issued and outstanding: 2001
      - 2,500,000 shares; 2000 - 1,125,000 shares (restated)                                      2,500                  1,125
    Paid-in capital                                                                             422,975                106,375
    Retained earnings (deficit)                                                                (407,403)              (112,756)
                                                                                   ---------------------    -------------------
             Total stockholders' equity (deficit)                                                18,072                 (5,256)
                                                                                   ---------------------    -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                $            78,033      $          88,371
                                                                                   =====================    ===================
</TABLE>

          Read independent auditor's report. The accompanying notes are
                 an integral part of these financial statements.

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                                    COLUMBILUM STAFFING, INC.
                                                    STATEMENTS OF OPERATIONS
                                         FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                                     (Consolidated)
                                                                                          2001                     2000
                                                                                  ----------------------    --------------------
<S>                                                                                 <C>                      <C>
SERVICE REVENUES                                                                    $           471,821      $          556,267

DIRECT COST OF SERVICES                                                                         359,742                 351,263
                                                                                  ----------------------    --------------------

GROSS MARGIN                                                                                    112,079                 205,004

OPERATING EXPENSES
     Legal & professional fees                                                                   52,621                   6,894
     Advertising/Promotion                                                                       21,710                  32,504
     Salaries and benefits                                                                      197,304                 187,715
     Payroll taxes                                                                                7,808                   8,435
     Penalties                                                                                   19,638                     659
     Rent & leases                                                                               22,626                  19,727
     Travel & entertainment                                                                      10,071                   9,356
     Administrative expenses                                                                     48,551                  38,776
                                                                                  ----------------------    --------------------
           Total operating expenses                                                             380,329                 304,066
                                                                                  ----------------------    --------------------

 LOSS FROM OPERATIONS                                                                          (268,250)                (99,062)

OTHER INCOME (EXPENSES)
      Interest and other income                                                                     326                     181
      Interest expense                                                                          (21,598)                   (226)
                                                                                  ----------------------    --------------------
          Net other income (expenses)                                                           (21,272)                    (45)
                                                                                  ----------------------    --------------------

NET INCOME (LOSS)                                                                  $           (289,522)     $          (99,107)
                                                                                  ======================    ====================

LOSS PER SHARE
     Basic                                                                         $               (.12)     $             (.09)
                                                                                  ======================    ====================

     Fully diluted                                                                 $               (.03)     $             (.01)
                                                                                  ======================    ====================

AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                                                                    2,500,000               1,125,000
                                                                                  ======================    ====================

     Fully diluted                                                                            9,911,500               8,536,000
                                                                                  ======================    ====================
</TABLE>
          Read independent auditor's report. The accompanying notes are
                 an integral part of these financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                                   COLUMBIALUM STAFFING, INC.
                                                    STATEMENTS OF CASH FLOWS
                                            FOR YEAR ENDED DECEMBER 31, 2001 AND 2000

                                                                                   (Consolidated)
                                                                                        2001                      2000
                                                                                ---------------------     ---------------------
<S>                                                                              <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                     $          (289,522)      $           (99,107)
    Adjustments to reconcile net loss to cash   used in
    operating activities:
        Depreciation                                                                           4,473                     3,104
        Allowance for bad debt                                                                     -                     1,800
        Contribution of assets                                                                (7,825)                        -
        Conversion of equity to capital                                                       (5,125)                        -
    Decrease (increase) in current assets:
        Accounts receivable                                                                   27,982                   (59,851)
        Prepaid and other assets                                                              (5,701)                   (2,084)
    Increase (decrease) in current liabilities:
        Accounts payable                                                                      17,168                     6,530
        Payroll tax accruals                                                                 (49,459)                   65,988
        Salary accrual                                                                        (9,985)                    9,885
        Customer deposits                                                                     (8,558)                    8,558
        Other current liabilities                                                             (1,282)                   (1,282)
                                                                                ---------------------     ---------------------
           Total adjustments                                                                 (38,312)                   32,648
                                                                                ---------------------     ---------------------

    Net cash (used) by operating activities                                                 (327,834)                  (66,459)
                                                                                ---------------------     ---------------------

CASH FLOWS FROM INVESTING
ACTIVITIES
    Purchase of property and equipment                                                        (8,821)                   (2,212)
                                                                                ---------------------     ---------------------
    Net cash (used) by investing activities                                                   (8,821)                   (2,212)
                                                                                ---------------------     ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of capital stock, net of redemption                                                317,975                    74,992
     Proceeds from convertible debentures                                                     18,450                         -
     Loan from stockholder, net                                                                    -                   (19,321)
     Capital contribution                                                                          -                    32,500
                                                                                ---------------------     ---------------------
     Net cash provided by financing activities                                               336,425                    88,171
                                                                                ---------------------     ---------------------

 NET INCREASE (DECREASE) IN CASH                                                                (230)                   19,500

CASH, BEGINNING OF THE YEAR                                                                   19,697                       197
                                                                                ---------------------     ---------------------

CASH, END OF THE YEAR                                                            $            19,467       $            19,697
                                                                                =====================     =====================
</TABLE>

          Read independent auditor's report. The accompanying notes are
                 an integral part of these financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                   COLUMBIALUM STAFFING, INC.
                                               STATEMENTS OF STOCKHOLDERS' EQUITY
                                         FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                          COMMON STOCK                 PAID-IN              RETAINED
                                    SHARES            AMOUNT            CAPITAL              DEFICIT              TOTAL
                                ---------------     ------------     -------------      ----------------      -------------
<S>                                  <C>             <C>              <C>                <C>                   <C>
BALANCE,
 DECEMBER 31, 1999                   1,000,000       $    1,000       $         -        $       (1,520)       $     (520)

Recapitalization of public
 company for integra merger            125,000              125           106,375              (107,631)           (1,131)

Net loss for the year                        -                -                 -                (3,605)           (3,605)
                                ---------------     ------------     -------------      ----------------      -------------
BALANCE,
 DECEMBER 31, 2000 (Restated)        1,125,000            1,125           106,375              (112,756)           (5,256)


Recapitalization of public
  company for Integra merger         1,375,000            1,375           316,600                (5,125)          312,850

Net loss during period                       -                -                 -              (289,522)         (289,522)
                                ---------------     ------------     -------------      ----------------      -------------
BALANCE,
 DECEMBER 31, 2001                   2,500,000       $    2,500       $   422,975        $     (407,403)       $   18,072
                                ===============     ============     =============      ================      =============
</TABLE>
          Read independent auditor's report. The accompanying notes are
                 an integral part of these financial statements.

                                       F-5
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting policies of Columbialum Staffing,  Inc.,
("Columbialum") is presented to assist in understanding  Columbialum's financial
statements.  The  financial  statements  and  notes  are the  representation  of
Columbialum's management who is responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally accepted in
the United  States of America  consistently  applied in the  preparation  of the
financial statements.

Nature of Operations

Columbialum Staffing, Inc., formerly Columbialum,  Ltd., was organized under the
laws of the  State of Nevada  on April 9,  1998.  Integra  Staffing,  Inc.,  was
organized under the laws of the State of Florida  corporation,  was organized on
August 16, 1999 (collectively referred to as "Columbialum").

Columbialum,  Ltd.  was in the  development  stage until its merger with Integra
Staffing, Inc. on December 10, 2001.

Integra Staffing,  Inc.  (Integra) is a temporary  staffing  company.  Integra's
strategy  has  been  to  provide  efficient  and  affordable  solutions  to  its
customers' employment and labor force needs.

Reverse Merger Method of Accounting

Following  the  acquisition,   the  former  management  of  Integra  became  the
management of  Columbialum  and the former  stockholders  of Integra were issued
approximately  60% of the outstanding  shares of Columbialum's  $0.001 par value
common stock. In accordance with accounting principles generally accepted in the
United  States  of  America,  Columbialum's  acquisition  of  Integra  has  been
accounted for as a reverse merger. As a result,  Integra has been treated as the
acquiring  entity and  Columbialum  has been treated as the acquired  entity for
accounting purposes.  The historical financial statements of Integra have become
the  historical  financial  statements of  Columbialum  in  connection  with the
acquisition.  Similarly,  the historical  equity and retained deficit of Integra
prior to the  acquisition  have been  retroactively  restated for the equivalent
number of shares issued in connection  with the  acquisition.  The balance sheet
reflects the financial position of Columbialum at December 31, 2001. The related
statements  of  operations,  cash  flow and  stockholders'  equity  reflect  the
operations of Columbialum for the year ended December 31, 2001.

Principles of Consolidation

The  consolidated  financial  statements  include the  accounts  of  Columbialum
Staffing,  Inc.  (formerly  Columbialum,  Ltd.) and its wholly owned  subsidiary
Integra Staffing,  Inc. All significant  intercompany  accounts and transactions
have been eliminated.

Basis of Accounting

Columbialum  maintains  its financial  records and  financial  statements on the
accrual  basis of  accounting.  The accrual  basis of  accounting  provides  for
matching of revenues and expenses.

                       Read independent auditor's report.

                                       F-6
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue and Cost Recognition

Service  revenues  generated  from  employees  on  customer  assignments  to its
clients,  under client service agreements,  are recognized as income at the time
service is provided,  while service revenues generated from permanent  placement
services  are  recognized  at the time the  customer  agrees to hire a candidate
supplied by the Company.  In  consideration  for payment of such  service  fees,
Columbialum  agrees  to pay the  following  direct  costs  associated  with  the
worksite employees: (a) salaries and wages, (b) employment-related taxes and (c)
workers'  compensation  insurance  premiums.  These  costs are  recorded  on the
accrual accounting of accounting.

Cash and Cash Equivalents

For purposes of the statement of cash flows,  Columbialum considers amounts held
by financial  institutions and short-term  investments with an original maturity
of 90 days or less to be cash and cash equivalents.

Concentration of Credit Risk

Financial instruments, which potentially expose Columbialum to concentrations of
credit risk,  as defined by FASB  Statement No. 105,  Disclosure of  Information
about  Financial   Instruments  with   Off-Balance   Sheet  Risk  and  Financial
Instruments  with  Concentration  of Credit Risk,  consist  principally of trade
receivables.

Columbialum's  trade  accounts  receivable  result from the sale of its services
with customers based in West Central Florida,  and consist  primarily of private
companies.  In order to minimize the risk of loss from these private  companies,
credit  limits,  ongoing  credit  evaluation  of  its  customers,   and  account
monitoring  procedures  are  utilized.  Collateral  is not  generally  required.
Allowances for potential credit losses are maintained,  when realized, have been
within management's expectations.

The Company is obligated to pay the  salaries,  wages and related  benefit costs
and payroll taxes of worksite employees.  Accordingly,  the Company's ability to
collect amounts due from customers could be affected by economic fluctuations in
its markets or these industries.

Financial Instruments

Columbialum  estimates  that the  fair  value of all  financial  instruments  at
December 31, 2001 and 2000 do not differ materially from the aggregate  carrying
value of its financial instruments recorded in the accompanying balance sheets.

Property and Equipment

Property and equipment are recorded at historical cost and include expenditures,
which  substantially  increase the useful lives of existing property,  plant and
equipment. Maintenance and repairs are charged to operations when incurred.

                        Read independent auditor's report

                                       F-7
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Depreciation  of  property  and  equipment  is  computed   primarily  using  the
straight-line  method based on estimated useful lives (furniture and fixtures, 6
to 7 years,  office equipment 5 to 7 years,  and computers and software,  3 to 5
years).  Depreciation  for income tax  purposes  is computed  principally  using
straight line method and lives.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The Company  provides  for  workers'  compensation,  health care  insurance  and
unemployment  taxes  related  to  its  employees.   A  deterioration  in  claims
experience  could  result in increased  costs to the Company in the future.  The
Company records an estimate of any existing  liabilities under these programs at
each balance sheet date. The Company's future costs could also increase if there
are any material changes in government  regulations related to employment law or
employee benefits.

Advertising Costs

Advertising costs, except for costs associated with direct-response advertising,
are  charged  to  operations  when  incurred.   The  costs  of   direct-response
advertising  are  capitalized  and amortized over the period during which future
benefits are expected to be received.

Income Taxes

Columbialum  records its federal and state income tax  liability  in  accordance
with Financial  Accounting  Standards  Board  Statement No. 109  "Accounting for
Income Taxes".  Deferred taxes payable are provided for differences  between the
basis of  assets  and  liabilities  for  financial  statements  and  income  tax
purposes, using current tax rates. Deferred tax asset is the expected benefit of
a net operating loss carryover and general  business  credits that are available
to offset future income taxes.

Loss Per Share

Columbialum  records basic and fully  diluted loss per share in accordance  with
Financial  Accounting  Standards Board Statement No. 128,  "Earnings per Share".
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
shares outstanding for the period. Diluted earnings (loss) per share reflect the
potential  dilution of securities that could share in the earnings (loss) of the
entity.

                       Read independent auditor's report.

                                       F-8
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Dividend Policy

Columbialum has not yet adopted a policy regarding payment of dividends.

Fiscal Year

Columbialum has elected December 31 as its fiscal year end.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.


NOTE B - PROPERTY AND EQUIPMENT

Property  and  equipment  as of  December  31,  2001 and 2000 is  summarized  as
follows:

                                            2001                 2000
                                        ---------------     ---------------
Computer software                       $        5,590      $        2,197
Computers                                        6,187               2,827
Furniture and fixtures                           5,079               2,500
Office equipment                                11,576               4,212
                                        ---------------     ---------------
                                                28,382              11,736
Less accumulated depreciation                   (8,203)             (3,729)
                                        ---------------     ---------------
     Net property and equipment          $      20,179      $        8,007
                                        ===============     ===============


Depreciation  expense for the years ended  December 31, 2001 and 2000 was $4,473
and $3,104, respectively.


NOTE C - CONVERTIBLE DEBENTURES PAYABLE

On November 16, 2001, Columbialum borrowed $7,300 from an former shareholders of
Integra and  unrelated  individuals  secured by a 5%  convertible  debenture due
December 31, 2002. The debenture is convertible  into  Columbialum's  $0.001 par
value common stock at $0.001 per share through the debenture's maturity date.

On December 6, 2001,  Columbialum borrowed $11,150 from an unrelated individuals
secured by a 6%  convertible  debenture  due June 30,  2003.  The  debenture  is
convertible into Columbialum's  $0.001 par value common stock at $0.10 per share
through the debenture's maturity date.

                       Read independent auditor's report.

                                       F-9
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE D - AMENDMENT OF ARTICLES OF INCORPORATION

During the year ended December 31, 2001,  Columbialum  approved an amendment its
articles  of   incorporation  to  (a)  change  the  name  of  the  company  from
Columbialum, Ltd. to Columbialum Staffing, Inc.; (b) reduce the par value of its
common stock and preferred  stock from $0.01 to $0.001;  (d) increase the number
of  common  shares  Columbialum  is  authorized  to  issue  from  20,000,000  to
50,000,000;  and (e)  increase  the number of preferred  shares  Columbialum  is
authorized to issue from 2,000,000 to 10,000,000 shares.

NOTE E - INCOME TAXES

From its inception  through  December 31, 2001,  Columbialum  has an accumulated
loss of $402,278 , which can be used to offset future income through 2014

For income tax  purposes  Columbialum  has a net  operating  loss  carryover  of
$402,278  which can be used to offset future  Federal and state  taxable  income
through 2016 as indicated below

           Year ended December 31,                    Losses
                                                    ---------------
                      2014                          $       13,649
                      2015                                  99,107
                      2016                                 289,522
                                                    ---------------
                     Total                          $      402,278
                                                    ===============

The potential tax benefit of these losses and credits is estimated as follows:

               Future tax benefit                   $      112,600
               Valuation allowance                        (112,600)
                                                    ---------------
               Future tax benefit                   $            -
                                                    ===============

At  December  31,  2001 and 2000,  no deferred  tax assets or  liabilities  were
recorded in the accompanying financial statements.

NOTE F - LOSS PER SHARE

Columbialum  has  reported  basic loss per share based on the  weighted  average
number of shares outstanding for the period, and has reported fully diluted loss
per share  including the 7,411,000  reserved for the conversion of the 5% and 6%
convertible   debentures   dated   November   16,2001  and   December  6,  2001,
respectively.

NOTE G - EQUITY INCENTIVE PLAN

During the year ended  December  31,  2001,  Columbialum  adopted a 2001  Equity
Incentive Plan  ("Incentive  Plan") for the benefit of key employees  (including
officers  and  employee  directors)  and  consultants  of  Columbialum  and  its
affiliates.  The  Incentive  Plan is intended to provide  those persons who have
substantial  responsibility  for the management  and growth of Columbialum  with
additional incentives and an opportunity to obtain or increase their proprietary
interest  in  Columbialum,  encouraging  them  to  continue  in  the  employ  of
Columbialum.

                       Read independent auditor's report.

                                      F-10
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE H - COMMITMENTS AND CONTINGENCIES

Operating Leases

Currently,  Columbialum  leases  its  operating  office  space on a 3 year lease
through October 31, 2003, at the current rate of approximately $1,618 per month.
The  lease  includes  an  escalation   clause  and  allocation  of  common  area
maintenance  costs.  During the current  year,  Columbialum  terminated  a lease
previously assumed on a second location.  The president of Columbialum  provides
executive  office  space to the company  until such time as  Columbialum  raises
sufficient funds for an adequate level of operations.

The future  maturities  of minimum  lease  payments  under  these  leases are as
follows:

               Year ended December 31,                Amount
                                                   ---------------
                          2002                     $       21,334
                          2003                             18,920
                    Thereafter                                  0
                                                   ---------------
                         Total                     $       30,254
                                                   ===============

NOTE I - MERGER AND CHANGE OF MANAGEMENT

On September 27, 2001, the shareholders of Columbialum entered into a Securities
Exchange  Agreement,  as amended, to exchange 100% of the issued and outstanding
common  stock  of  Integra  Staffing,  Inc.,  ("Integra")  for an  aggregate  of
1,500,000 shares (post reverse split) of  Columbialum's  $0.001 par value common
stock.

The effective  date of the  transaction  was December 10, 2001. On the effective
date of the transaction,  the former shareholders of Integra owned approximately
60% of the outstanding  stock of Columbialum.  The transaction was recorded as a
reverse merger. In connection with the transaction,  a related party contributed
$6,400 due to him by Columbialum to paid-in capital.

On the effective date of the transaction, Rene Morissette, the former President,
Treasurer,  Secretary and sole  Director of  Columbialum  resigned,  and Charles
Lincoln,  CEO and Director of Integra  became CEO and  Chairman of  Columbialum.
Additionally,  R. Gale Porter,  former  President and Director of Integra became
President of Columbialum, and Cristino L. Perez, former Secretary, Treasurer and
Director of Integra became Secretary and Treasurer of Columbialum.

NOTE J -  CASH FLOW SUPPLEMENTAL INFORMATION

Cash  paid for  interest  during  the years  ended  December  31,  2001 and 2000
amounted to $21,598 and $226 respectively.

NOTE K - NON-CASH TRANSACTIONS

In connection with the acquisition of Integra Staffing, Inc., Columbialum issued
1,500,000  shares of its $0.001 par value  common  stock in exchange for 100% of
the outstanding  common stock of that company.  Also, a shareholder  contributed
property and equipment with an adjusted basis of $7,825. as paid-in capital.

                       Read independent auditor's report.

                                      F-11
<PAGE>

                           COLUMBIALUM STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE L - SUBSEQUENT EVENTS

Mr. Charles Lincoln resigned as an officer and director of Columbialum by letter
dated  March  18,  2002,  citing  disagreements  with  matters  relating  to the
Columbialum's  operations,  policies,  practices,  and lack of confidence in the
management of the  Columbialum  and solely to comply with the terms of a funding
offer  approved by the Board of  Directors.  Management  believes Mr.  Lincoln's
assertions are without merit and is responding to Mr. Lincoln's assertions in an
information statement being filed with the Securities and Exchange Commission on
Form 8-K.

The Board of  Directors  authorized  the issue and sale of its 18%  Subordinated
Convertible  Note due October 1, 2002 in the aggregate  principal  amount of not
more than U.S. $250,000.  Columbialum has the option to extend the maturity date
for up to two  successive  three months periods ending January 1, 2003 and April
1,  2003.  The  principal  amount of the notes are  convertible  into  shares of
Columbialum's  $0.001 par value  common  stock at $2 per share.  As of March 24,
2002, notes have been issued in the amount of $100,000.

                       Read independent auditor's report.

                                      F-12
<PAGE>

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

On March 1, 2002, our Board of Directors adopted a resolution changing our
independent accountant from Haskell & White, LLP (the "Former Accountant") to
the firm of Timothy M. Griffiths, Certified Public Accountant (the "New
Accountant"). The action was taken principally because we had completed the
acquisition of Integra and the board decided it would be in our best interest to
utilize the services of Integra's auditor. During the fiscal year ended December
31, 2000 and 1999, and for the periods from inception on April 9, 1998 through
December 31, 2000, and any subsequent interim period to the date of the
dismissal (February 26, 2002), we had no disagreement with our Former Accountant
on any matter of accounting principal or practice, financial statement
disclosure or auditing scope or procedure which would have caused the Former
Accountant to make reference in its report upon the subject matter of
disagreement. The Former Accountant previously issued a report dated March 27,
2001 on our financial statements as of and for the year ended December 31, 2000
and 1999, and for the period from inception on April 9, 1998 through December
31, 2000. The report did not contain an adverse opinion or disclaimer of opinion
or qualification as to audit scope or accounting principle. The Former
Accountant's report did contain additional disclosure relating to uncertainty as
to our ability to continue as a going concern but did not contain any adjustment
for the disclosed uncertainties. The Former Accountant reviewed this disclosure
and has furnished us with a letter addressed to the SEC that did not contain any
new information or clarification of the disclosure.

We did not consult with the New Accountant regarding any matters prior to its
engagement, including matters relating to the application of accounting
principles, although the New Accountant rendered an unqualified audit report on
Integra's balance sheets as of December 31, 2000 and 1999 and related statements
of operations, cash flows and stockholders' equity for the year ended December
31, 2000 and the period from inception (August 16, 1999) to December 31, 1999,
which was included in our Form 8-K dated December 12, 2001, as amended.

                                       20
<PAGE>

                                    PART III

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

The following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each person and
the date such person became a director or executive officer. The executive
officers are elected annually by the Board of Directors. The directors serve
one-year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. There are no family relationships between any of the directors and
executive officers. In addition, there was no arrangement or understanding
between any executive officer and any other person pursuant to which any person
was selected as an executive officer.

Our directors and executive officers as of March 19, 2002, are as follows:

         Name                    Age    Position

         R. Gale Porter          68     President, COO and Director
         Cristino L. Perez       57     CFO, Secretary, Treasurer, and Director

Mr. Porter has served as our President and a director since December 12, 2001.
Mr. Porter has served as President and Director of Integra since October 2001.
Prior to his association with Integra, Mr. Porter served from March 1996 to
September 2000 as President and Director of AllTrades Direct, Inc., and
predecessors, a company specializing in temporary employment services for the
construction industry. AllTrades Direct developed from one to 50 offices with
revenues of $1 million per month prior to its sale in September 2000. Mr. Porter
earned a BA degree in Economics from Florida State University.

Mr. Perez has served as our Chief Financial Officer, Secretary, Treasurer and
Director since December 12, 2001. Mr. Perez served as Secretary, Treasurer and
Director of Integra since October 2001. Since October 1999, Mr. Perez has been
employed with Baumann, Raymondo & Company, P.A., Certified Public Accountants
with primary responsibilities for development of accounting and auditing
services to small publicly held enterprises. From 1993 to 1999, Mr. Perez
operated his own tax and accounting service, with concentration of services to
small publicly held companies. Mr. Perez earned a BA degree in Accounting from
the University of South Florida.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who own more than ten percent of our Common Stock
to file with the SEC initial reports of ownership and reports of changes in
ownership. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. To our knowledge, during the year ended December 31, 2001, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent shareholders were complied with, except
that the William Brown Trust, Cristino Perez, Charles Lincoln and R. Gale Porter
each filed their Form 3 reports late.

                                       21
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

We do not have employment contracts with any of our management personnel.

SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the three fiscal years ended December
31, 2001 for each person that served as our Chief Executive Officer. No
executive officer's salary and bonus exceeded $100,000 in any of the applicable
years.
<TABLE>
<CAPTION>
                                                 SUMMARY COMPENSATION TABLE

                                                             Other
                          Year                               Annual     Restricted                           All Other
Name and Principal        Ended                              Compen-      Stock      Options/       LTIP       Compen-
Position                   Dec. 30    Salary      Bonus      sation       Awards        SARs       Payouts     sation
--------                   -------    ------      -----                   ------        ----       -------   ----------
<S>                         <C>       <C>          <C>        <C>          <C>          <C>        <C>         <C>
M. Richard Cutler,          2001      -0-           -0-        -0-          -0-          -0-        -0-         -0-
President, Treasurer        2000      -0-           -0-        -0-          -0-          -0-        -0-         -0-
and Secretary (1)           1999      -0-           -0-        -0-          -0-          -0-        -0-         -0-

Rene Morissette,            2001      750           -0-        -0-          -0-          -0-        -0-         -0-
President, Treasurer        2000      -0-           -0-        -0-          -0-          -0-        -0-         -0-
and Secretary (2)           1999      -0-           -0-        -0-          -0-          -0-        -0-         -0-

Charles Lincoln,            2001      -0-           -0-        -0-          -0-          -0-        -0-         -0-
Chairman and                2000      -0-           -0-        -0-          -0-          -0-        -0-         -0-
CEO (3)                     1999      -0-           -0-        -0-          -0-          -0-        -0-         -0-

R. Gale Porter,             2001      -0-           -0-        -0-          -0-          -0-        -0-         -0-
President and COO           2000      -0-           -0-        -0-          -0-          -0-        -0-         -0-
-----------
(1)   Appointed April 9, 1998; resigned September 27, 2001.
(2)   Appointed September 26, 2001; resigned January 11, 2002.
(3)   Appointed December 12, 2001;, resigned March 18, 2002.
(4)   Assumed the duties of Chief Executive on March 18, 2002.
<CAPTION>

                                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                 (INDIVIDUAL GRANTS)

                          Number of Securities       Percent of Total
                               Underlying              Options/SAR's
                              Options/SAR's        Granted to Employees        Exercise of
Name                           Granted (#)            in Fiscal Year       Base Price ($ / SH)     Expiration Date
----                           -----------            --------------       -------------------     ---------------
<S>                              <C>                       <C>                    <C>                   <C>
M. Richard Cutler                 None                      N/A                    N/A                   N/A

Rene Morissette                   None                      N/A                    N/A                   N/A

Charles Lincoln                   None                      N/A                    N/A                   N/A

R. Gale Porter                    None                      N/A                    N/A                   N/A

                                       22
<PAGE>
<CAPTION>
                               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                           AND FY-END OPTION/SAR VALUES

                             Shares                                                           Value of Unexercised
                          Acquired on       Value        Number of Unexercised Options        In-the-Money Options
Name                        Exercise       Realized       Exercisable / Unexercisable     Exercisable / Unexercisable
----                        --------       --------       ---------------------------     ---------------------------
<S>                              <C>                       <C>                    <C>                   <C>
M. Richard Cutler             N/A            N/A                     None                             N/A

Rene Morissette               N/A            N/A                     None                             N/A

Charles Lincoln               N/A            N/A                     None                             N/A

R. Gale Porter                N/A            N/A                     None                             N/A
</TABLE>

COMPENSATION OF DIRECTORS

Directors were not separately compensated for their services in the year ended
December 31, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 18, 2002, certain information with
respect to our equity securities owned of record or beneficially by (i) each of
our officers and directors; (ii) each person who owns beneficially more than 5%
of each class of our outstanding equity securities; and (iii) all directors and
executive officers as a group.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares that the selling stockholder has the right to acquire within 60
days. The actual number of shares of Common Stock issuable upon the conversion
of the debentures is subject to adjustment depending on, among other factors,
the number of shares outstanding at the time of conversion and could be
materially less than the number estimated in the table.

                                       23
<PAGE>

                                               Beneficial Ownership
Name of Beneficial Owner                   Shares            Percentage

Charles Lincoln (1)                      3,482,220             64.41%
R. Gale Porter (2)                       2,177,048             52.34%
Cristino L. Perez (3)                    1,242,065             35.65%
William A.  Brown Family Trust           1,262,150 (4)         36.25%
Frank Hartman                              196,717              7.18%
Venancio Pardo (5)                         893,350             27.47%
  All Officers and Directors as a        3,419,113             67.78%
  group (2 persons) (6)
-----------------
(1)  Charles Lincoln was our Chairman and Chief Executive Officer until March
     18, 2002. Includes 2,806,160 shares issuable upon the conversion of
     debentures which he owns directly, owns jointly with his spouse, and which
     are owned by corporations wholly owned by him.

(2)  Mr. R. Gale Porter is our Chief Operating Officer, President, and a
     director of the Company. Includes 1,559,680 shares issuable upon the
     conversion of a debenture, which he owns jointly with his spouse.

(3)  Cristino L. Perez is our Chief Financial Officer, Secretary, Treasurer, and
     is a director of the Company. Includes 884,500 shares issuable upon the
     conversion of a debenture, which he owns directly, owns jointly with his
     spouse, and which are owned by a limited liability corporation owned by
     him.

(4)  Includes 881,600 shares issuable upon the conversion of debentures.

(5)  Includes 652,560shares issuable upon the conversion of debentures owned
     through is interest in a limited liability company.

(6)  Includes 2,444,180 that may be obtained by officers and directors and their
     related parties upon the conversion of outstanding debentures.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 16, 2001, Columbialum borrowed $7,300 from an former shareholders of
Integra and unrelated individuals secured by a 5% convertible debenture due
December 31, 2002. The debenture is convertible into Columbialum's $0.001 par
value common stock at $0.001 per share through the debenture's maturity date.

                                       24
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit No.                Exhibit Description

2.1            Stock Purchase Agreement between M. Richard Cutler, Vi Bui and
               Premier Ventures, Inc. dated as of September 24, 2001 (1)

2.2            Stock Purchase Agreement between Premier Ventures, Inc. and Work
               Holdings, LLC dated as of September 27, 2001 (1)

2.3            Securities Exchange Agreement dated November 23, 2001 between
               Columbialum, Ltd. and the shareholders of Integra Staffing, Inc.
               (2)

3.1            Articles of Incorporation of the Company (3)

3.2            Bylaws of the Company (3)

3.3            Amendment to Articles of Incorporation dated January 15, 2002,
               filed January 22, 2002 (4)

4.1            Form of 5% Convertible Subordinated Debenture due December 31,
               2002

4.2            Form of 6% Convertible Subordinated Debenture due June 30, 2003

4.3            Form of 18% Convertible Note due October 1, 2002

9.             None

10.1           Lease dated August 23, 1999 between Fletcher Associates, Inc. and
               Integra Staffing, Inc.

10.2           Consulting Agreement dated October 1, 2001 between the Company
               and Apogee Business Consultants, Inc.

10.3           Columbialum 2001 Equity Incentive Plan

11.            Statement re: computation of per share earnings. See Notes to
               Consolidated Financial Statements

13.            None

16.1           Letter dated March 5, 2002, from Haskell & White LLP, Certified
               Public Accountants to the Registrant regarding change of
               certifying accountant. (4)

16.2           Letter dated March 5, 2002, from Haskell & White LLP, Certified
               Public Accountants regarding agreement with comments in Form 8-K
               (4)

                                       25
<PAGE>

18.            None

21.            Subsidiaries of the Registrant

               Integra Staffing, Inc. (Florida) 100%

22.            None

23.            None

24.            None

99.            None
-------------

(1)  Incorporated by reference to the exhibits filed with the Company's Current
     Report on Form 8-K dated September 27, 2001.

(2)  Incorporated by reference to the exhibits filed with the Company's Current
     Report on Form 8-K dated December 12, 2001.

(3)  Incorporated by reference to the exhibits filed with the corresponding
     exhibits numbers filed with the Company's Form 10-SB Registration Statement
     field February 14, 2000.

(4)  Incorporated by reference to the exhibits filed with the Company's Current
     Report on Form 8-K dated March 1, 2002.

     (b) Reports on Form 8-K

         The following reports on Form 8-K were filed during the quarter ended
December 31, 2001:

Report Dated                      Items Included    Financial Statements

September 27, 2001                      1, 7                  None

December 12, 2001, as amended           1, 2         Integra Staffing, Inc. and
                                                        Pro Forma Information

                                       26
<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 28, 2002
                                                 COLUMBIALUM STAFFING, INC.


                                                 By:  /s/ R. Gale Porter
                                                     -------------------------
                                                     R. Gale Porter, President


Pursuant to 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 the dates indicated:

Signature                     Capacity                           Date



/s/ R. Gale Porter            President and Director          March 28, 2002
------------------------
R. Gale Porter



/s/ Cristino Perez            CFO, Treasurer and               March 28, 2002
------------------------      Director
Cristino Perez


                                       27