AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1998
REGISTRATION STATEMENT NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
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IT STAFFING LTD.

(Name of small business issuer as specified in its charter)
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ONTARIO 7370 52-209027
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer I.D. No.)
incorporation or organization) Classification Code Number)

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55 UNIVERSITY AVENUE
TORONTO, ONTARIO, CANADA M5J 2H7
(416) 364-8800
(Address and telephone number of principal executive offices and principal place
of business)
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JAY M. KAPLOWITZ, ESQ. DECLAN A. FRENCH, PRESIDENT
ARTHUR S. MARCUS, ESQ. IT STAFFING LTD.
GERSTEN, SAVAGE, KAPLOWITZ & FREDERICKS, 55 UNIVERSITY AVENUE
LLP TORONTO, ONTARIO, CANADA M5J 2H7
101 EAST 52ND STREET, 9TH FLOOR (416) 364-8800
NEW YORK, NEW YORK 10022
(212) 752-9700
(212) 752-9713 (FAX)
(Name, address and telephone number of agents for service)

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COPIES TO:

JAY M. KAPLOWITZ, ESQ. ROBERT STEVEN BROWN, ESQ.
ARTHUR S. MARCUS, ESQ. DAVID A. COLLINS, ESQ.
GERSTEN, SAVAGE, KAPLOWITZ BROCK SILVERSTEIN MCAULIFFE LLC
& FREDERICKS, LLP ONE CITICORP CENTER, 56TH FLOOR
101 EAST 52ND STREET, 9TH FLOOR NEW YORK, NEW YORK 10022-4611
NEW YORK, NEW YORK 10022 (212) 371-2000
(212) 752-9700 (212) 371-5500 (FAX)
(212) 752-9713 (FAX)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED PER SECURITY PRICE FEE

Common Shares, no par value...................... 1,150,000(1) $5.00 $5,750,000 $1,949.16
Representative's Warrants........................ 100,000 $.001 $100 -- (2)
Common Shares, no par value, issuable on Exercise
of Representative's Warrants(3)................ 100,000 $5.50 $550,000 186.45
Total Registration Fee........................... $6,300,000 $2,135.61

(1) Includes up to 150,000 Common Shares, no par value issuable upon exercise of
the Underwriters' over- allotment option.

(2) No fee due pursuant to Rule 457(g).

(3) To be acquired by the Representative.

SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS

IT STAFFING LTD.

1,000,000 COMMON SHARES

IT Staffing Ltd., an Ontario corporation (the "Company"), hereby offers
1,000,000 common shares (the common shares offered hereby shall be referred to
as the "Shares"), no par value.

Prior to this offering, there has been no market for the Company's common
shares ("Common Shares"), and there can be no assurance that a market will
develop for the Company's securities in the future or that, if developed, it
will be sustained. Application has been made for the quotation of the Common
Shares on the Nasdaq SmallCap-Registered Trademark-Market under the symbol
"ITSTF" and application has been made for the listing of the Common Shares on
the Boston Stock Exchange under the symbol "ITS."

The initial public offering price of the Shares will be determined by
negotiation between the Company and the Representative and will not necessarily
bear any direct relationship to the Company's assets, earnings, book value per
share or other generally accepted indicia of value. See "Underwriting." It is
currently contemplated that the initial public offering price per Share will be
$5.00.

SEE "RISK FACTORS" COMMENCING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS (1) COMPANY(2)

Per Share....................................... $5.00 $.50 $4.50
Total(3)........................................ $5,000,000 $500,000 $4,500,000

(1) Does not include additional consideration to be paid to Strasbourger Pearson
Tulcin Wolff Incorporated, as the representative (the "Representative") of
the several underwriters (the "Underwriters"), consisting of: (i) a
non-accountable expense allowance; (ii) warrants (the "Representative's
Warrants") to purchase an aggregate of 100,000 Common Shares (the "Warrant
Shares"); and (iii) a 24-month consulting agreement. In addition, the
Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See Underwriting."

(2) Before deducting expenses of this offering payable by the Company, including
the Representative's non-accountable expense allowance, and assuming no
exercise of the Underwriters' over-allotment option.

(3) The Company has granted the Underwriters a 45-day option to purchase up to
an additional 150,000 Common Shares, on the same conditions as set forth
above, solely to cover over-allotments, if any (the "Over-Allotment
Option"). If the Underwriters exercise such option in full, the total Price
to Public, Underwriting Discounts and Commissions and Proceeds to Company
will be $5,750,000, $575,000 and $5,175,000, respectively. See
"Underwriting."
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The Shares are being offered by the several Underwriters, subject to prior
sale, when, as and if delivered to, and accepted by, them and subject to their
right to reject orders in whole or in part and to certain other conditions. It
is expected that delivery of the certificates representing the Shares will be
made against payment therefor at the offices of Strasbourger Pearson Tulcin
Wolff Incorporated on or about , 1998.

[STRASBOURGER PEARSON TULCIN WOLFF INCORPORATED]

THE DATE OF THIS PROSPECTUS IS , 1998

THE COMPANY INTENDS TO FURNISH TO ITS SHAREHOLDERS ANNUAL REPORTS CONTAINING
AUDITED FINANCIAL STATEMENTS AND TO MAKE AVAILABLE QUARTERLY REPORTS FOR THE
FIRST THREE QUARTERS OF EACH FISCAL YEAR CONTAINING UNAUDITED INTERIM FINANCIAL
STATEMENTS.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES,
INCLUDING PURCHASES OF COMMON SHARES TO STABILIZE THEIR MARKET PRICE, PURCHASES
OF COMMON SHARES TO COVER SOME OR ALL OF A SHORT POSITION IN COMMON SHARES
MAINTAINED BY THE UNDERWRITERS AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR
SALE UNDER THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA.
THE SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA, OR TO ANY RESIDENT THEREOF, IN VIOLATION OF
THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA.

ENFORCEABILITY OF CIVIL LIABILITIES

The Company's headquarters are located in, and its officers, directors and
auditors are residents of, Canada and a substantial portion of the Company's
assets are, or may be, located outside the United States. Accordingly, it may be
difficult for investors to effect service of process within the United States
upon non-resident officers and directors, or to enforce against them judgments
obtained in the United States courts predicated upon the civil liability
provision of the Securities Act or state securities laws. The Company has been
advised by its Canadian legal counsel, McMillan Binch, that there is doubt as to
the enforceability in Canada against the Company or against any of its
directors, controlling persons, officers or the experts named herein, who are
not residents of the United States, in original actions or in actions for
enforcement of judgments of U.S. courts, of liabilities predicated solely upon
U.S. federal securities laws. Service of process may be effected, however, upon
the Company's duly appointed agent for service of process, Gersten, Savage,
Kaplowitz & Fredericks, LLP, New York, New York. If investors have questions
with regard to these issues, they should seek the advice of their individual
counsel. The Company has also been informed by its Canadian legal counsel,
McMillan Binch that, pursuant to the Currency Act (Canada), a judgment by a
court in any Province of Canada may only be awarded in Canadian currency.
Pursuant to the provision of the Courts of Justice Act (Ontario), however, a
court in the Province of Ontario shall give effect to the manner of conversion
to Canadian currency of an amount in a foreign currency, where such manner of
conversion is provided for in an obligation enforceable in Ontario.

EXCHANGE RATE DATA

The Company maintains its books of account in Canadian dollars, but has
provided the financial data in this Prospectus in United States dollars and on
the basis of generally accepted accounting principles as applied in the United
States, and its audit has been conducted in accordance with generally accepted
auditing standards in the United States. All references to dollar amounts in
this Prospectus, unless otherwise indicated, are to United States dollars.

The following table sets forth, for the periods indicated, certain exchange
rates based on the noon buying rate in New York City for cable transfers in
Canadian dollars. Such rates are the number of United States dollars per one
Canadian dollar and are the inverse of rates quoted by the Federal Reserve Bank
of New York for Canadian dollars per US$1.00. The average exchange rate is based
on the average of the exchange rates on the last day of each month during such
periods. On September 16, 1998, the exchange rate was Cdn$1.00 per US$0.6651.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
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1995 1996 1997 1997 1998
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Rate at end of period.................. $ 0.7323 $ 0.7301 $ 0.6999 $ 0.7241 $ 0.6795
Average rate during period............. 0.7305 0.7332 0.7220 0.7268 0.6931
High................................... 0.7527 0.7513 0.7487 0.7487 0.7105
Low.................................... 0.7023 0.6945 0.6945 0.7145 0.6782

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED HEREIN, THE INFORMATION IN THIS PROSPECTUS DOES NOT GIVE
EFFECT TO (I) THE REPRESENTATIVE'S WARRANTS OR THE EXERCISE THEREOF; (II) THE
UNDERWRITERS' OVER-ALLOTMENT OPTION OR THE EXERCISE THEREOF; (III) UP TO 435,000
COMMON SHARES RESERVED FOR ISSUANCE UPON THE EXERCISE OF OPTIONS WHICH MAY BE
GRANTED PURSUANT TO THE COMPANY'S 1998 STOCK OPTION PLAN (THE "PLAN"), OPTIONS
EXERCISABLE FOR 50,000 OF WHICH HAVE BEEN GRANTED TO DATE; AND (IV) UP TO
222,125 COMMON SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS AND WARRANTS
OUTSTANDING ON THE DATE OF THIS PROSPECTUS. EXCEPT AS OTHERWISE INDICATED
HEREIN, THE INFORMATION HEREIN REFLECTS A 1.31 FOR ONE STOCK SPLIT EFFECTED
PRIOR TO THE DATE OF THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, THE
TERM "COMPANY" REFERS TO IT STAFFING LTD., AND ITS WHOLLY OWNED SUBSIDIARIES
SYSTEMSEARCH CONSULTING SERVICES INC. ("SCI"), SYSTEMS PS INC. ("SPSI," AND
COLLECTIVELY WITH SCI , "SYSTEMS"), AND INTERNATIONAL CAREER SPECIALISTS LTD.
("ICS"). THE OPERATIONS OF THE COMPANY EXCLUSIVE OF ICS AND SYSTEMS SHALL BE
REFERRED TO AS THE "IT STAFFING DIVISION."

THE COMPANY

The Company is a provider of information technology ("IT") staffing
services, primarily in Canada, supplying qualified IT professionals to its
customers as independent contractors for short and long term assignments and for
permanent placement within such enterprises. The Company's customers include
financial service companies, software and other technology companies, Canadian
governmental entities and large multinational companies, including Merrill Lynch
Canada, Inc., the Bank of Montreal, Bell Sygma Telecom, and American Express.
The Company has recently expanded its operations into the United States and
intends to develop a network of offices to provide IT staffing services
throughout North America.

The Company has focused on the recruitment of highly qualified IT
professionals and utilizes established testing methods to ensure that its IT
professionals satisfy the Company's internal criteria. The Company also reviews
candidates' technical background and conducts preliminary interviews prior to
referring candidates to its customers. By attracting the most qualified IT
professionals, the Company believes that it will be able to attract high quality
customers, who require the services of such professionals.

Since inception, the Company has pursued a strategy of developing and
utilizing technology that will provide it a competitive advantage. As a result,
the Company believes that one of its primary competitive strengths is its
utilization of technology. The Company maintains a database of 35,000 IT
professionals and advertises on the Internet to attract both candidates and
customers. The Company uses HR Workbench, software developed by the Company in
conjunction with Great Lakes Research and Development ("Great Lakes"), to locate
the IT professionals in the Company's database with the technical skills and job
interests that best satisfy the requirements of the position that the Company is
attempting to staff. The database allows all of the Company's recruiters
immediate access to active candidates. Candidates can register themselves
directly into the database through the Internet or be entered into the system by
the Company's recruiters.

The Company and Great Lakes have developed and are in the process of testing
an additional software product called AppTracker, which the Company, through a
joint venture with Great Lakes, intends to market to human resource departments
during the year ending December 31, 1999. The software is designed to aid human
resource departments in performing numerous recruitment tasks, such as
scheduling interviews and evaluating candidates. Statistics about the
recruitment process, including the costs and expenses, are tabulated in various
databases. The Company believes that it will have an advantage in marketing its
staffing services to companies using the AppTracker because of the Company's
familiarity with the software and the ease of electronic data interchange
("EDI") with the Company.

According to the STAFFING INDUSTRY REPORT, a leading industry publication,
revenue for the year ended December 31, 1997 for IT staffing services (which
includes revenue for permanent placement services and for supplying contract
services) in the United States is estimated to have been approximately $14.8
billion, an increase of 27% over the year ended December 31, 1996. The market
for IT staffing services in Ontario, Canada, the Company's largest market, is
estimated to have been approximately $700 million in the year ended December 31,
1997. Although there can be no assurance that growth will continue at such
rates, or at all, the Company believes that such growth will continue as a
result of the following factors: (i) the hiring of the proper IT professional
for a particular project may require technical knowledge that many human
resource departments do not possess; (ii) there exists a shortage of IT
professionals in the United States and Canada and many companies lack the time
and resources to conduct a proper search; (iii) increased specialization and
sophistication of IT requirements; (iv) costs associated with termination of
employees, as compared to independent contractors, following the completion of a
project; and (v) the costs associated with the benefits received by employees,
as compared to independent contractors.

The Company's business objectives are to increase its share of the IT
staffing services market in Canada and the United States, as well as to
establish a network of offices throughout such countries which, when linked by
means of the Internet, will allow the Company to provide its customers with an
array of IT staffing services. The primary components of the Company's strategy
to achieve such objectives are as follows:

- Leverage client base to attract and retain highly qualified IT
professionals.

- Focus on niche markets

- Expand into new regional markets by opening new offices or acquiring
competitive or complementary companies.

- Continue to utilize the internet and information technology to provide a
competitive advantage.

- Develop and promote a managed services practice.

- Capitalize on the Year 2000 and other opportunities.

The Company's headquarters are located at 55 University Avenue, Suite 505,
Toronto, Ontario, Canada M5J 2H7. The Company also maintains offices in New
York, New York; Tampa, Florida; Etobicoke, Ontario; and Scarborough, Ontario and
is currently opening offices in Indian Wells, California and Ottawa, Ontario.
The Company was incorporated under the laws of the Province of Ontario, Canada
in February 1994. The Company maintains its Web-site at http:/ /itstaff.com and
has registered the Internet domain name of itstaff.org and itstaff.net.
Information contained on the Company's Web site is not a part of this Prospectus
and must not be relied upon in evaluating an investment in the Common Shares
offered hereby. This Prospectus contains trade names, service marks and
trademarks of the Company and others, all of which are the property of their
respective owners.

THE OFFERING

Securities offered by the Company............ 1,000,000 Common Shares
Common Shares outstanding prior to this
offering................................... 1,677,876
Common Shares outstanding immediately
following this offering.................... 2,677,876
Use of Proceeds.............................. To expand into new regional markets by
opening new offices and acquiring
complementary or competitive companies, to
capitalize a joint venture to develop and
market the AppTracker software, and for
general corporate and working capital
purposes. See "Use of Proceeds."
Proposed Nasdaq
SmallCap-Registered Trademark- Market
Trading Symbol(1).......................... ITSTFq
Proposed Boston Stock Exchange trading
symbol(1).................................. ITS

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(1) The proposed symbols do not imply that a liquid and active market will
develop or be sustained for the Shares upon completion of this offering.

SUMMARY COMBINED FINANCIAL INFORMATION

YEAR ENDED, DECEMBER SIX MONTHS ENDED
31, JUNE 30,
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1996 1997 1997 1998
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(IN THOUSANDS EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA
Revenue..................................................................... $ 764 $ 4,704 $ 2,156 $ 5,318
Gross profit................................................................ 505 1,816 870 2,198
Operating Expenses.......................................................... 469 1,615 713 1,810
Income from operations...................................................... 36 201 157 388
Net income.................................................................. 30 154 139 253
Earnings per share.......................................................... .03 .12 .11 .13
Weighted Average Number of Shares Outstanding............................... 1,201 1,309 1,309 1,821

AS OF JUNE 30, 1998
--------------------------
ACTUAL AS ADJUSTED(1)
--------- ---------------

BALANCE SHEET DATA
Working capital........................................................................... 576 4,066
Total assets.............................................................................. 3,124 6,964
Long-term debt............................................................................ 414 414
Total liabilities......................................................................... 1,554 1,554
Shareholders' equity...................................................................... 1,571 5,411

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(1) As adjusted to reflect the sale by the Company of the 1,000,000 Shares
offered hereby at an assumed initial public offering price $5.00 per Share
and the initial application of the net proceeds therefrom. See "Use of
Proceeds."

RISK FACTORS

AN INVESTMENT IN THE COMMON SHARES OFFERED HEREBY IS HIGHLY SPECULATIVE,
INVOLVES A HIGH DEGREE OF RISK, AND SHOULD BE MADE ONLY BY INVESTORS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS, PRIOR TO
MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE
OTHER MATTERS REFERRED TO HEREIN, INCLUDING THE FINANCIAL STATEMENTS AND THE
NOTES THERETO, THE FOLLOWING RISK FACTORS. PROSPECTIVE INVESTORS SHOULD BE IN A
POSITION TO RISK THE LOSS OF THEIR ENTIRE INVESTMENT. THIS PROSPECTUS CONTAINS
CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES.
THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE
SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS.

ABILITY TO ATTRACT AND RETAIN QUALIFIED IT PROFESSIONALS. The Company's
future success will depend on its ability to attract qualified IT professionals
with the technical skills and experience necessary to meet its customers'
requirements for technical personnel and to retain a sufficient number of
professionals to fulfill its customers needs for contract workers. Competition
for individuals with proven technical skills, particularly in the Windows, Unix,
computer aided design, distributed computing and other technology environments
for which the Company provides services, is intense, and the Company expects
that competition for IT professionals will increase in the future. Furthermore,
IT professionals typically provide services on an assignment-by-assignment basis
and can terminate an assignment with the Company at any time. The Company
competes for such individuals with other providers of IT staffing services,
systems integrators, providers of outsourcing services, computer consultants,
employment listing services, and temporary personnel agencies. Many of the IT
professionals who have been placed by the Company accept assignments from the
Company's competitors and there can be no assurance such IT professionals will
not choose to work for competitors on future assignments. There also can be no
assurance that the Company will be able to attract and retain qualified IT
professionals in sufficient numbers in the future. The Company's revenue in any
period is a function of, among other things, the number of IT professionals it
has on staff and engaged on assignments. In the event that the Company is unable
to attract or retain such personnel when required and on terms acceptable to the
Company, the Company's business, prospects, financial condition and results of
operations would be materially adversely affected. See "Business-- Business
Strategy" and "Business--Competition."

HIGHLY COMPETITIVE MARKET. The IT staffing industry is highly competitive
and fragmented and is characterized by low barriers to entry. The Company
competes for potential customers with other providers of IT staffing services,
systems integrators, providers of outsourcing services, computer consultants,
employment listing services, and temporary personnel agencies. Many of the
Company's current and potential competitors have longer operating histories,
significantly greater financial, marketing and human resources, greater name
recognition and a larger base of IT professionals and customers than the
Company, which may give such competitors a competitive advantage when compared
to the Company. In addition, many of these competitors, including numerous
smaller privately held companies, may be able to respond more quickly to
customer requirements and to devote greater resources to the marketing of
services than the Company. Because there are relatively low barriers to entry in
the staffing industry, the Company expects that competition will increase in the
future. Increased competition could result in price reductions, reduced margins
or loss of market share, any of which could materially adversely affect the
Company's business, prospects, financial condition and results of operations.
Further, there can be no assurance that the Company will be able to compete
successfully against current and future competitors or that competitive
pressures faced by the Company will not have a material adverse effect on its
business, prospects, financial condition and results of operations. See
"Business--Competition."

RISKS INHERENT IN EXPANSION INTO NEW MARKETS AND OPERATIONS. The Company's
expansion plans depend on its ability to enter new regional markets,
successfully expand existing operations and add additional areas of expertise
within its existing regional markets. This expansion is dependent on a number of
factors, including the Company's ability to: attract, hire, integrate and retain
qualified employees, such

as experienced recruiters; develop, recruit and maintain a base of qualified IT
professionals within each regional market in which the Company conducts or
commences to conduct operations; accurately assess the level of demand for the
Company's services in such markets; and initiate, develop and sustain corporate
client relationships in each new regional market. There can be no assurance that
the addition of qualified employees and entrance into new regional markets will
occur on a timely basis or achieve anticipated financial results. The addition
of qualified employees and entrance into new regional markets typically results
in increases in operating expenses, primarily as a result of increased salaries
and related expense. Expenses are incurred in advance of forecasted revenue, and
there is typically a delay before the Company's newly hired recruiters and sales
employees reach full productivity. If the Company is unable to hire additional
qualified employees or enter new regional markets in a cost-effective manner or
if those employees and offices in regional markets do not achieve anticipated
financial results, the Company's business, prospects, financial condition and
results of operations could be materially adversely affected. Failure to expand
into new markets could hinder the Company's ability to attract multinational and
other large corporations which could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business--Business Strategy."

RISK OF PAYROLL TAX LIABILITY; INCREASED COSTS FOR CONTRACT WORKERS. The
Company has determined to classify its IT professionals providing contract
services in the United States as independent contractors rather than employees.
Accordingly, the Company has not withheld payroll taxes, social security taxes,
unemployment taxes and workers compensation insurance, with respect to such IT
professionals or recorded a reserve on its financial statements for such taxes
and payments. Although such determination is based upon the Internal Revenue
Code of 1986, as amended (the "Code"), the rules and regulations thereunder, and
the publicly available interpretations of the United States Internal Revenue
Service (the "IRS"), such determination is not free from doubt. In the event
that the Code, such rules and regulations or such interpretations should be
amended or otherwise require the Company to classify such IT professionals as
employees, the Company would be subject to a material liability for failure to
withhold and pay such taxes and insurance, which could have a material adverse
effect on the business, prospects, financial condition and results of operation
of the Company. In addition, in such event, the Company's costs of revenues
would increase materially, which would have a material adverse effect on the
business, prospects, financial condition and results of operations of the
Company.

Similarly, the Company has determined to classify its IT professional
providing contract services in Canada as independent contractors rather than
employees. Accordingly, the Company has not withheld Pension Canada and
unemployment insurance with respect to such IT professionals nor has it created
a reserve on its financial statements for such taxes and payments. Although such
determination is based upon the relevant Canadian law, such determination is not
free from doubt. In the event that such law was amended or would otherwise
require the Company to classify such IT professional as employees, the Company
would be subject to a significant liability for failure to make such payments
when due. Although such payments are significantly less than payroll taxes in
the United States, classification of its independent contractors as employees
would increase the Company's cost of revenues which would have a material
adverse effect on the business, prospects, financial condition and results of
operations of the Company.

FLUCTUATIONS IN QUARTERLY RESULTS. The Company's quarterly operating
results have in the past and may in the future fluctuate significantly depending
on a number of factors, including, but not limited to, the rate of hiring and
the productivity of revenue-generating personnel; the availability of qualified
IT professionals; changes in the Company's relative mix of contract services and
permanent placement services; changes in the pricing of the Company's services;
the timing and rate of commencement of operations in new regional markets;
departures or temporary absences of key sales people or recruiters; the
structure and timing of acquisitions; changes in the demand for IT
professionals; and general economic and industry conditions. In addition,
because the Company often provides services on an assignment-by-assignment
basis, which customers can terminate at any time, there can be no assurance that
existing

customers will continue to use the Company's services at historical levels. As a
result, the Company believes that period-to-period comparisons of its results of
operations are not necessarily meaningful and should not be relied upon as any
indication of future performance. In the event the Company's operating results
fall below the expectations of public market analysts and investors, the market
price of the Common Shares would likely be materially adversely affected.
Although the Company has experienced substantial revenue growth in recent years,
there can be no assurance that, in the future, the Company will be able to
sustain revenue growth or profitability on a quarterly or annual basis at
historical levels. See "Selected Financial Data" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

RISKS OF ACQUISITIONS. A component of the Company's expansion strategy is
the acquisition of complementary or competitive companies. The successful
implementation of this strategy is dependent upon the Company's ability to
identify suitable acquisition candidates, obtain requisite financing, acquire
such companies on suitable terms and integrate their operations successfully
with those of the Company. This strategy will entail reviewing and potentially
reorganizing acquired business operations, corporate infrastructure and systems
and financial controls. Unforseen expenses, difficulties, complications and
delays frequently encountered with acquisitions could inhibit the Company's
growth and have a material adverse effect on the business, prospects, financial
condition and results of operation of the Company.

To date, the Company has completed two acquisitions. There can be no
assurance that the Company will be able to identify additional suitable
acquisition candidates or that the Company will be able to acquire such
candidates on favorable terms. Moreover, other providers of IT professional
services are also competing for acquisition candidates, which could result in an
increase in the price of acquisition targets and a diminished pool of companies
available for acquisition. Acquisitions also involve a number of other risks,
including adverse effects on the Company's reported operating results from
increases in amortized goodwill and interest expense, the diversion of
management attention and the subsequent integration of acquired companies.

To the extent the Company seeks to acquire complementary or competitive
companies for cash, the Company may be required to obtain additional financing,
and there can be no assurance such financing will be available when required, on
favorable terms or at all. In addition, if the Company issues Common Shares to
complete any future acquisitions, existing shareholders will experience further
dilution in ownership. As a result of the foregoing, acquisitions may have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations. See "Business--Business Strategy."

INTEGRATION OF ICS AND SYSTEMS. In May 1998, the Company acquired ICS and,
in April 1998, the Company acquired Systems. These companies now operate as
separate divisions within the Company. The integration of ICS and Systems, their
respective customers, IT professionals and employees has required a substantial
portion of management's time and attention, and has resulted in integration
related expenses. The Company expects that it may incur additional integration
related expenses in future periods, and there can be no assurance that the
integration of ICS and Systems will not involve disruptions or difficulties,
such as, departures of customers, IT professionals or employees, any of which
may have a material adverse effect on the Company's business, prospects,
financial condition and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

RISK OF IT SYSTEM CAPACITY CONSTRAINTS; RISK OF SYSTEM FAILURE. A key
element of the Company's expansion strategy is to utilize the Internet (i) to
link its regional offices to its central database, (ii) to offer its staffing
services to existing and potential customers, (iii) to attract and recruit
qualified technical personnel, and (iv) to promote the Company. The Company
anticipates that its expansion will require a high volume of traffic on, and use
of, its Web site. Accordingly, the satisfactory performance, reliability and
availability of the Company's Web site and network infrastructure are and will
be critical to the Company's reputation and its ability to attract and retain
customers and technical personnel and to maintain adequate customer service
levels. Any system interruptions that result in the reduced availability of the
Company's

Web site or reduced performance of such site would interfere substantially with
the communications between the Company's offices and would materially adversely
affect the ability of the Company to attract new customers and technical
personnel. While the Company has not experienced any system interruptions, it
believes that such interruptions may occur from time to time. Any substantial
increase in the volume of traffic on the Company's Web site will require the
Company to expand and upgrade further its network infrastructure, including the
purchase or development of additional computer hardware and software. There can
be no assurance that the Company will be able to accurately project the rate or
timing of increases, if any, in the use of its Web site or timely expand and
upgrade its systems and infrastructure to accommodate such increases. The
Company's inability to add required additional software and hardware or to
develop and upgrade its technology or network infrastructure to accommodate
increased traffic on its Web site may cause unanticipated system disruptions,
slower response times, impediments to attracting additional customers and delays
in locating required technical personnel. In addition, although the Company
takes safeguards, including data encryption and firewalls, to prevent
unauthorized access to Company data, it is impossible to completely eliminate
this risk. Any of the foregoing events could have a material adverse effect on
the Company's business, prospects, financial condition and results of
operations. See "Business--Business Strategy."

DEPENDENCE ON HR WORKBENCH. The Company is substantially dependent on HR
Workbench, a software product recently developed in conjunction with Great
Lakes, for the day to day operation of its business, including the operation and
maintenance of its database. Although the Company has operated and tested such
software extensively, there can be no assurance that such software will function
as intended or that it will provide the Company with any competitive advantage.
See "Business--Information Technology and the Internet."

RISKS ASSOCIATED WITH THE APPTRACKER SOFTWARE. The Company, through a joint
venture with Great Lakes, has developed AppTracker and intends to market such
software to the human resources markets. AppTracker is still in the testing
stage, and there can be no assurance that the Company and Great Lakes will be
able to produce a fully functioning product or that such software will function
as intended. Neither the Company nor Great Lakes have any experience in
marketing software products and, even if the product is developed, there can be
no assurance that there will be a market for such a product. The success of
AppTracker is substantially dependent on the Company's relationship with Great
Lakes and subject to the risk that the parties may disagree on strategy or other
issues, causing delays in the project. There can be no assurance that AppTracker
will ever be completed, will ever provide the Company with revenue, or that the
joint venture regarding AppTracker will ever be profitable. Furthermore, there
can be no assurance that AppTracker will create opportunities for the Company to
promote the Company's IT staffing services, that the use of AppTracker by the
Company's customers will not result in a reduction in the use of the Company's
services, or that the Company's competitors will not be able to utilize EDI and
other benefits of AppTracker to also provide enhanced services to customers. See
"Business--Information Technology and the Internet."

LIABILITY RISKS. Although the Company's customer agreements disclaim
responsibility for the conduct of IT professionals provided by the Company, the
Company may be exposed to liability with respect to actions taken by its IT
professionals while on assignment, such as damages caused by errors of IT
professionals, misuse of client proprietary information or theft of client
property. Although the Company maintains insurance coverage, due to the nature
of the Company's assignments, and in particular the access by IT professionals
to client information systems and confidential information and the potential
liability with respect thereto, there can be no assurance that such insurance
coverage will continue to be available on reasonable terms, or at all, or that
it will be adequate to cover any such liability. Although the IT professionals
providing the Company's contract services are independent contractors, the
Company employs recruiters, sales personnel and others and is therefore exposed
to possible claims of wrongful discharge and violations of immigration laws.
Employment related claims may result in negative publicity, litigation and
liability for money damages and fines.

DEPENDENCE ON KEY PERSONNEL. The Company's future success will depend to a
significant extent on the efforts of its key management personnel, particularly
Declan French, the Company's Chairman of the Board of Directors, President and
Chief Executive Officer, John A. Irwin, President of ICS, and John R. Wilson,
President of Systems. The loss or unavailability of any of these key employees
could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations. In addition, the Company believes
that its future success will depend in large part upon its continued ability to
attract and retain highly qualified recruiters, who often serve as the contact
person for the Company's customers. There can be no assurance that the Company
will be able to attract and retain the qualified personnel necessary for its
business. See "Management."

SUBSTANTIAL INFLUENCE OF EXISTING MANAGEMENT. Upon the completion of this
offering, the current directors and executive officers of the Company will, in
the aggregate, beneficially own approximately 1,396,413 Common Shares, or 51.7%
of the outstanding Common Shares, or approximately 49.0% of such outstanding
Common Shares if the Underwriters' over-allotment option is exercised in full.
As a result, the current executive officers and directors of the Company will
have the ability to substantially influence the outcome of all matters on which
shareholders are entitled to vote, including the elections of the Company's
directors and the approval of significant corporate transactions. See "Principal
Shareholders."

POTENTIAL ANTI-TAKEOVER EFFECT OF PREFERRED SHARES. The Company's
Certificate of Incorporation, as amended, authorizes the Board of Directors to
issue up to 1,000,000 preferred shares, which may be issued in one or more
series, the terms of which may be determined at the time of issuance by the
Board of Directors, without further action by shareholders, and may include
voting rights (including the right to vote as a series on particular matters),
preferences as to dividends and liquidation, conversion and redemption rights,
and sinking fund provisions. No preferred shares are currently outstanding, and
the Company has no present plans for the issuance of any preferred shares.
However, the issuance of any such preferred shares could materially adversely
affect the rights of holders of Common Shares and, therefore, could reduce the
value of the Common Shares. In addition, specific rights granted to future
holders of preferred shares could be used to restrict the Company's ability to
merge with, or sell its assets to, a third party. The ability of the Board of
Directors to issue preferred shares could discourage, delay or prevent a
takeover of the Company, thereby preserving control of the Company by the
current shareholders. See "Description of Securities--Preferred Shares."

INDUSTRY AND GEOGRAPHIC CONCENTRATION. The Company's business is dependent
on the trends prevalent in, and the continued growth and rate of change of, the
high technology industry. Furthermore, for the year ended December 31, 1997 and
six months ended June 30, 1998, 96% and 99% of the Company's revenue,
respectively, was derived by providing services to customers in the metropolitan
Toronto region. A substantial deterioration in general economic conditions in
such region or in the high technology industry as a whole would have a material
adverse affect on the Company's business, prospects, financial condition and
results of operations. See "Business--Customers."

INTELLECTUAL PROPERTY; ABSENCE OF PATENT PROTECTION. The Company's ability
to compete effectively will depend on its ability to maintain the proprietary
nature of its technology, including its proprietary software developed in
conjunction with Great Lakes. The Company holds no patents and relies on a
combination of trade secrets and copyright laws, non-disclosure and other
contractual agreements and technical measures to protect its rights in its
technological know-how and proprietary services. The Company currently has no
registered trademarks or service marks, but intends to seek such protection for
the HR Workbench and AppTracker names.

The Company depends upon confidentiality agreements executed by officers,
employees, consultants and customers of the Company to maintain the proprietary
nature of its technology. These measures may not afford the Company sufficient
or complete protection, and there can be no assurance that others will

not independently develop technologies similar to those of the Company,
otherwise avoid the confidentiality agreements of the Company or produce patents
and copyrights that would materially adversely affect the Company's business,
prospects, financial condition and results of operations.

The Company believes that its know-how and technologies do not infringe upon
the patents or copyrights of any third parties; however, there can be no
assurance that the Company's know-how and technology will not be found to
infringe upon the rights of third parties. The Company is aware of another
company in its industry that uses a name which may be deemed to be confusingly
similar to the Company. Others may assert infringement claims against the
Company, and if the Company should be found to infringe upon the patents or
copyrights, or otherwise impermissibly utilize the intellectual property, of
others, the Company's ability to utilize the technology referred to herein could
be materially restricted or prohibited. If such an event occurs, the Company may
be required to obtain licenses from such third parties, enter into royalty
agreements or redesign its products so as not to utilize such intellectual
property, each of which may prove to be uneconomical or otherwise impossible.
There can be no assurance that any licenses or royalty agreements required with
respect to any such proprietary rights could be obtained on terms acceptable to
the Company or such third party, or at all. Such claims could result in
litigation, which could materially adversely affect the Company's business,
prospects, financial condition and result of operations. See
"Business--Information Technology and the Internet."

UNTESTED MARKETING STRATEGY. To date, the Company has engaged in limited
marketing efforts in the United States. Achieving market penetration will
require significant efforts by the Company to create awareness of, and demand
for, the Company's staffing services. The Company intends to upgrade its
marketing efforts to include advertising on the Internet, e-mail and an expanded
sales and recruiting staff. Internet and e-mail marketing efforts have been
largely untested in the marketplace, and there can be no assurance that such
efforts will result in the increased provision by the Company of staffing
services. The failure of the Company to develop its marketing capabilities or
successfully market its staffing services would have a material adverse effect
on the Company's business, prospects, financial condition, and results of
operations. See "Use of Proceeds," "Business--Business Strategy," and
"Business--Customers."

FOREIGN EXCHANGE RISK. During the years ended December 31, 1996 and 1997,
and the six months ended June 30, 1998, approximately 100%, 96% and 99%,
respectively, of the Company's revenue was in Canadian dollars. Accordingly, the
relationship of the Canadian dollar to the value of the United States dollar may
materially affect the Company's operating results. In the event that the
Canadian dollar were materially devalued against the United States dollar, the
Company's operating results could be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ABSENCE OF PUBLIC MARKET; DETERMINATION OF OFFERING PRICE; VOLATILITY;
NASDAQ MAINTENANCE REQUIREMENTS. Prior to this offering, there has been no
public market for the Shares, and there can be no assurance that any active
trading market will develop or, if any such market develops, that it will be
sustained. Accordingly, unless and until a public market develops, purchasers of
the Shares may experience difficulty selling or otherwise disposing of such
securities.

The initial public offering price of the Shares was arbitrarily determined
by negotiations between the Company and the Representative, and does not
necessarily bear any relationship to the Company's assets, book value, results
of operations, or any other generally accepted indicia of value. See
"Underwriting." From time to time after this offering, there may be significant
volatility in the market price of the Common Shares. Quarterly operating results
of the Company or other developments affecting the Company, such as
announcements by the Company or its competitors regarding acquisitions or
dispositions, new procedures or technology, changes in general conditions in the
economy and general market conditions could cause the market price of the Common
Shares to fluctuate substantially. The equity markets have, on occasion,
experienced significant price and volume fluctuations that have affected the
market prices for many companies' securities and have often been unrelated to
the operating performance of these companies.

Under the currently effective criteria for listing of securities on the
Nasdaq SmallCap-Registered Trademark- Market, for initial listing, a company
must have at least $4,000,000 in net tangible assets, a minimum bid price of
$4.00 per share, and a public float of at least $5,000,000. For continued
listing, a company must maintain $2,000,000 in net tangible assets, a minimum
bid price of $1.00, and a public float of at least $1,000,000. In the event that
the Company should be unable to maintain the standards for continued listing,
the Common Shares could be subject to delisting from the Nasdaq
SmallCap-Registered Trademark- Market. Trading, if any, in the Common Shares
would thereafter be conducted in the over-the-counter market on the OTC Bulletin
Board established for securities that do not meet the Nasdaq
SmallCap-Registered Trademark- Market listing requirements or in what are
commonly referred to as the "pink sheets." As a result, an investor may find it
more difficult to dispose of, or to obtain accurate quotations as to the price
of, the Shares.

RISK OF LOW PRICED STOCKS. If the Common Shares were delisted from the
Nasdaq SmallCap-Registered Trademark- Market, and no other exclusion from the
definition of a "penny stock" under the Exchange Act were available, such
securities could be subject to the penny stock rules that impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
defined as investors with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with a spouse). For transactions covered
by these rules, the broker-dealer must make a special suitability determination
for the purchase, and must have received the purchaser's written consent to the
transaction prior to sale. Consequently, such delisting, if it were to occur,
could materially adversely affect the ability of broker-dealers to sell the
Common Shares and the ability of purchasers in this offering to sell their
Shares in the secondary market.

IMMEDIATE AND SUBSTANTIAL DILUTION. Purchasers of the Common Shares offered
hereby will experience immediate and substantial dilution of $3.48 per share,
assuming an initial public offering price of $5.00 per Share, or approximately
68%, in the net tangible book value of the Shares purchased thereby. Additional
dilution to future net tangible book value per share may occur upon exercise of
outstanding stock options and warrants (including the Representative's Warrants)
and may occur, in addition, if the Company issues additional equity securities
in the future. See "Dilution."

BROAD DISCRETION IN APPLICATION OF PROCEEDS; UNSPECIFIED
ACQUISITIONS. Approximately $290,000, or 7.6%, of the estimated net proceeds of
this offering has been allocated to general corporate and working capital
purposes. Additionally, $3,200,000, or 83.3%, of the net proceeds of this
offering have been allocated to the Company's proposed expansion into new
markets. Those proceeds may be utilized to open new offices or to acquire
existing companies in such markets. Accordingly, management of the Company will
have broad discretion over the application of such net proceeds. Although the
Company may utilize a portion of the net proceeds for potential investments in,
or acquisitions of, complementary or competitive companies, as of the date
hereof, the Company has no agreements, plans or arrangements with respect to any
such investment of acquisition. Shareholders of the Company may have no
opportunity to approve specified acquisitions or to review the financial
condition of any potential acquisition or investment candidate. See "Use of
Proceeds."

NEED FOR ADDITIONAL FINANCING. Based on the Company's operating plan, the
Company believes that the net proceeds of this offering, together with available
cash and anticipated revenues from operations, will be sufficient to finance the
Company's working capital requirements for a period of at least 18 months
following the completion of this offering. This belief is based on certain
assumptions, which may prove to be incorrect. In addition, the Company's
expansion strategy contemplates acquisitions of, and investments in, competing
and complementary companies and use of such companies by the Company to expand
into new markets, although the Company presently has no agreements, plans or
arrangements with respect to any such investment or acquisition. Accordingly,
there can be no assurance that the Company's financial resources will be
sufficient to satisfy the Company's capital requirements for such period. If the
Company's financial resources are insufficient and, in any case, after such 18
month period, the Company will require additional financing in order to meet its
plans for expansion. Additional financing may take the form of the

issuance of common or preferred equity securities or debt securities, or may
involve bank financings. There can be no assurance that the Company will be able
to obtain the necessary additional capital on a timely basis or on acceptable
terms, if at all. In any of such events, the Company may be unable to implement
its current plans for expansion or to repay its debt obligations as they become
due. In the event that any such financing should take the form of equity
securities, the holders of the Common Shares may experience additional dilution.
See "Use of Proceeds," "Dilution," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Business--Business
Strategy."

SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. The sale, or
availability for sale, of a substantial number of Common Shares in the public
market subsequent to this offering, pursuant to Rule 144 under the Securities
Act ("Rule 144") or otherwise, could materially adversely affect the market
price of the Common Shares and could impair the Company's ability to raise
additional capital through the sale of its equity securities or debt financing.
The availability of Rule 144 to the holders of restricted securities, as defined
in Rule 144, of the Company would be conditioned on, among other factors, the
availability of certain public information concerning the Company. All of the
1,677,876 Common Shares currently outstanding are "restricted securities" as
that term is defined in Rule 144 and may, under certain circumstances, be sold
without registration under the Securities Act. In addition, any shares issuable
upon exercise of options granted under the Plan could be sold publicly
commencing 90 days after the Company becomes a reporting company under the
Exchange Act, pursuant to Rule 701 under the Securities Act. However, officers,
directors, and shareholders of the Company and option holders under the Plan
have executed agreements ("Lock-Up Agreements") pursuant to which they have
agreed not to, directly or indirectly, issue, offer, agree to sell, sell, grant
an option for the purchase or sale of, transfer, pledge, assign, hypothecate,
distribute or otherwise dispose of or encumber any Common Shares or options,
rights, warrants or other securities convertible into, or exercisable or
exchangeable for, or evidencing any right to purchase or subscribe for, Common
Shares, whether or not beneficially owned by such person, or any beneficial
interest therein, for a period of 18 months from the date of this Prospectus.
See "Underwriting."

For a period of 18 months from the date of this Prospectus, the Company has
agreed that it will not sell or otherwise dispose of any securities of the
Company without the prior written consent of the Representative, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, during such
period, the Company shall be entitled to issue (i) Common Shares in connection
with mergers and acquisitions, (ii) up to 435,000 Common Shares issuable upon
exercise of options which may be granted under the Plan, (iii) up to 22,125
Common Shares issuable upon the exercise of currently outstanding warrants which
will, except in certain circumstances, be issued for an aggregate exercise price
of $1.00, (iv) 200,000 Common Shares issuable upon the exercise of currently
exercisable options, the holder of which has agreed not to sell, transfer,
assign, hypothecate or otherwise dispose of such Common Shares for a period of
two years after he exercises such options without the consent of the Company and
(v) up to 100,000 Common Shares issuable upon the exercise of the
Representative's Warrants.

The holders of the Representative's Warrants will have certain demand
registration rights with respect to such Warrants and the Warrant Shares
commencing one year after the date hereof. If the Representative should exercise
its registration rights to effect a distribution of the Representative's
Warrants or the Warrant Shares, the Representative, prior to and during such
distribution, may be unable to make a market in the Company's securities. If the
Representative ceases making a market in the Common Shares, the market and
market prices of the Common Shares may be materially adversely affected, and
holders thereof may be unable to sell or otherwise dispose thereof. See "Shares
Eligible for Future Sale" and "Underwriting."

NO DIVIDENDS. The Company does not intend to pay dividends on the Common
Shares in the foreseeable future, but rather intends to retain future earnings,
if any, for reinvestment in the development and expansion of its business.
Pursuant to the Company's agreement with the BDC, the Company will not pay
dividends so long as any portion of the Company's loan from BDC remains
outstanding. At June 30, 1998, the outstanding balance on such loan was
$476,905. Such loan is due in August 2003, and the

Company has no plans to pre-pay such loan. Dividend payments in the future may
also be limited by other loan agreements or covenants contained in other
securities which the Company may issue. Dividend payments from the Company are
subject to Canadian withholding tax requirements. Any future determination to
pay cash dividends will be at the discretion of the Board of Directors and will
be dependent upon the Company's financial condition, results of operations,
capital and legal requirements and such other factors as the Board of Directors
deems relevant. See "Dividend Policy," "Description of Securities -- Common
Shares" and "Certain United States and Canadian Federal Income Tax
Considerations."

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
PROSPECTUS. This Prospectus contains certain forward-looking statements
regarding the plans and objectives of management for future operations. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based on a successful execution of the Company's expansion
strategy and are based upon a number of assumptions, including assumptions
relating to the growth in the use of the Internet and that there will be no
unanticipated material adverse change in the Company's operations or business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, political, competitive and market conditions, and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that its assumptions underlying such forward-looking statements
are reasonable, any of the assumptions could prove to be inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this Prospectus will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Shares
offered hereby are estimated to be $3,840,000 ($4,492,500 if the Underwriters'
over-allotment option is exercised in full) assuming an initial public offering
price of $5.00 per Share, after deducting underwriting commissions and offering
expenses to be paid by the Company. The Company expects to apply the net
proceeds of this offering as follows:

APPLICATION OF PROCEEDS APPROXIMATE AMOUNT PERCENTAGE OF NET PROCEEDS
- ------------------------------------------------------------------ ------------------- ---------------------------

Expansion into new regional markets (1)........................... $ 3,200,000 83.3%
Funding of the joint venture regarding AppTracker (2)............. 350,000 9.1%
Working capital and general corporate purposes.................... 290,000 7.6%
------------------- -----
Total............................................................. $ 3,840,000 100.0%
------------------- -----
------------------- -----

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

(1) Such funds will primarily be used for expenses incurred in the opening of
new offices, including leasing office space, purchasing or leasing office
equipment and computer hardware and related expenses prior to the
commencement of operations in new locations. The Company estimates that
opening a new office will cost approximately $200,000 to $500,000 per
location, which costs will vary depending on the size of the office and the
cost of doing business in the location in question. As part of its expansion
plan, the Company may utilize a portion of these proceeds for the
acquisition of, or investment in, complementary or competitive companies in
these new locations. The Company has not currently identified any
acquisition or investment candidates and has no agreements, plans, or
arrangements with respect to any such acquisition or investments.

(2) Such funds will represent the Company's capital contribution to a joint
venture with Great Lakes for the continued development and commercialization
of AppTracker. Such capital contribution will be utilized for continued
development and testing costs and, if such testing is successful, to provide
funds for the initial marketing of the product. See "Business--Information
Technology and the Internet."

The proceeds to the Company from the exercise of the Underwriters'
over-allotment option, if any, will be utilized for general corporate and
working capital purposes.

Pending their use, the net proceeds of this offering will be invested in
high-quality, short-term, interest bearing U.S. government obligations.

The foregoing represents the Company's best estimate of its allocation of
the net proceeds of the sale of the Shares based upon the Company's currently
contemplated operations, the Company's business plan and current economic and
industry conditions and is subject to reapportionment among the categories
listed above in response to, among other things, changes in its plans,
regulations, industry conditions and future revenues and expenditures. The
amount and timing of expenditures will vary depending on a number of factors,
including changes in the Company's contemplated operations or business plan and
changes in economic and industry conditions.

Based on the Company's operating and expansion plans, the Company believes
that the net proceeds of this offering, together with available cash and
anticipated revenues from operations, will be sufficient to satisfy its capital
and legal requirements and finance its plans for expansion for at least the next
18 months. Such beliefs are based upon assumptions and there can be no assurance
that the assumptions underlying the Company's plans will prove to be correct.
After such 18-month period, or sooner if the Company's assumptions prove to be
incorrect, the Company may require additional capital in order to meet its then
current plans for expansion and capital requirements. Such financing may take
the form of ordinary or preferred equity securities or debt securities, or may
involve bank financing. There can be no assurance that the Company will be able
to obtain additional capital on a timely basis, on favorable terms, or at all.
In any of such events, the Company may be unable to implement its current plans
for expansion. See

"Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

DIVIDEND POLICY

The payment of dividends, if any, in the future is within the discretion of
the Board of Directors and will depend upon the Company's earnings, capital and
legal requirements and financial condition and such other factors that the Board
of Directors deem relevant. For the foreseeable future, the Company intends to
retain future earnings, if any, for reinvestment in the development and
expansion of its business. Pursuant to the Company's agreement with the BDC, the
Company will not pay dividends so long as any portion of the Company's loan from
BDC in the amount remains outstanding. At June 30, 1998, the outstanding balance
on such loan was $476,905. Such loan is due in August 2003, and the Company has
no plans to pre-pay such loan. Dividend payments in the future may also be
limited by other loan agreements or covenants contained in other securities
which the Company may issue. Dividend payments from the Company are subject to
Canadian withholding tax requirements. See "Certain United States and Canadian
Federal Income Tax Considerations."

DILUTION

At June 30, 1998, the net tangible book value of the Company was
approximately $251,686, or $0.15 per Common Share, based on 1,677,876 Common
Shares outstanding. The net tangible book value per Share represents the amount
of the Company's total assets less the amount of its intangible assets and
liabilities, divided by the number of Common Shares outstanding. After giving
effect to the receipt of net proceeds (estimated to be approximately $3,840,000,
from the sale of the Shares at an assumed initial public offering price of $5.00
per Share), the pro forma net tangible book value of the Company at June 30,
1998 would be approximately $4,091,686, or $1.52 per Share. This would result in
dilution to the public investors (i.e., the difference between the assumed
public offering price per Share and the net tangible book value thereof after
giving effect to this offering) of approximately $3.48 per share (or 68%). The
following table illustrates the per Share dilution:

PER COMMON
SHARE
-------------

Assumed initial public offering price................................. $ 5.00
Net tangible book value at June 30, 1998............................ $ 0.15
Increase in net tangible book value attributable to new investors... 1.37
Net tangible book value after this offering (1)....................... 1.52
--------- -----
Dilution of net tangible book value to new investors (1).............. $ 3.48
--------- -----
--------- -----

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

(1) If the Underwriters' over-allotment option is exercised in full, the net
tangible book value per share would be $1.66 and the dilution per Share to
new investors in this offering would be $3.34.

The following table sets forth, as of the date of this Prospectus, the
number of Common Shares purchased, the percentage of the total number of Common
Shares purchased, the total consideration paid, the percentage of total
consideration paid, and the average price per Common Shares paid by the
investors in this offering and the current shareholders of the Company:

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
----------------------- ------------------------- PRICE PER
NUMBER(1) PERCENTAGE AMOUNT(1) PERCENTAGE SHARE
---------- ----------- ------------ ----------- -----------

Current Shareholders............................... 1,677,876 63% $ 1,234,803 20% $ 0.74
New Investors(2)................................... 1,000,000 37% $ 5,000,000 80% $ 5.00
---------- ----- ------------ -----
Total.......................................... 2,677,876 100.0% $ 6,234,803 100.0%
---------- ----- ------------ -----
---------- ----- ------------ -----

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

(1) Assuming an initial public offering price of $5.00 per Share.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1998 and as adjusted to reflect the sale of the Shares offered hereby at the
assumed initial public offering price per share of $5.00, after deducting
estimated underwriting discounts and commissions, estimated offering expenses
and the initial applications of the net proceeds of this offering as set forth
in "Use of Proceeds." The information provided below should be read in
conjunction with the other financial information included elsewhere in this
Prospectus.

JUNE 30, 1998
--------------------------

ACTUAL AS ADJUSTED
------------ ------------
Long-term debt, less current maturities............................................... $ 414,484 $ 414,484
Shareholders' equity
Common Shares, no par value, 1,677,876 issued and outstanding; and 2,677,876 issued
and outstanding as adjusted(1)...................................................... 1,248,368 5,088,368
Foreign currency transaction adjustment............................................... (72,818) (72,818)
Retained earnings..................................................................... 395,059 395,059
Total Shareholders' equity............................................................ 1,570,609 5,410,609
Total capitalization.................................................................. 1,985,093 5,825,093

SELECTED FINANCIAL DATA

The following selected statement of operations data for the years ended
December 31, 1996 and 1997 are derived from the Financial Statements of the
Company and Notes thereto included elsewhere herein audited by Schwartz,
Levitsky, Feldman, Chartered Accountants, the independent accountants for the
Company. The unaudited statement of operations data presented for the six month
periods ended June, 1997 and 1998, and the unaudited balance sheet data at June
30, 1998, are derived from the unaudited Financial Statements of the Company,
which have been prepared on a basis consistent with the audited Financial
Statements of the Company, and in the opinion of management, include all
adjustments consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial condition and results of operations of the
Company as of the dates and for the periods presented.

The adjusted balance sheet data at June 30, 1998 gives effect to the sale of
the balance of 1,000,000 Common Shares offered hereby by the Company at an
offering price of $5.00 per Share.

This information should be read in conjunction with "Capitalization,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's Financial Statements and the notes thereto, each
included elsewhere herein. The results of operations for any interim period are
not necessarily indicative of results to be expected the entire year.

YEAR ENDED, DECEMBER SIX MONTHS ENDED
31, JUNE 30,
-------------------- --------------------

1996 1997 1997 1998
--------- --------- --------- ---------

(IN THOUSANDS EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA
Revenue.................................................................... $ 764 $ 4,704 $ 2,156 $ 5,318
Gross profit............................................................... 505 1,816 870 2,198
Operating Expenses......................................................... 469 1,615 713 1,810
Income from operations..................................................... 36 201 157 388
Net income................................................................. 30 154 139 253
Earnings per share(1) .03...... .12 .11 .13
Weighted Average Number of Shares Outstanding.............................. 1,201 1,309 1,309 1,821

AS OF JUNE 30, 1998
--------------------------
ACTUAL AS ADJUSTED(1)
--------- ---------------

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

(1) As adjusted to reflect the sale by the Company of the 1,000,000 Shares
offered hereby at an assumed initial public offering Price of $5.00 per
Share and the initial application of the net proceeds therefrom. See "Use of
Proceeds."

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S
FINANCIAL STATEMENTS AND THE NOTES THERETO AND THE OTHER FINANCIAL DATA INCLUDED
ELSEWHERE IN THIS PROSPECTUS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING
STATEMENTS REGARDING THE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE
OPERATIONS. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT
EXPECTATIONS AND ASSUMPTIONS THAT INVOLVE NUMEROUS RISKS AND UNCERTAINTIES.
ALTHOUGH MANAGEMENT BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING
STATEMENTS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE TO BE INACCURATE
AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS
INCLUDED HEREIN WILL PROVE TO BE ACCURATE. IN LIGHT OF THE SIGNIFICANT
UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, THE
INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE
COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE
ACHIEVED.

GENERAL

The Company is a provider of IT staffing services, primarily in Canada,
supplying qualified IT professionals to its customers as independent contractors
for short and long term assignments and for permanent placement within such
enterprises. The Company's customers include financial service companies,
software and other technology companies, Canadian governmental entities and
large multinational companies, including Merrill Lynch Canada, Inc., The Bank of
Montreal, Bell Sygma Telecom, and American Express. The Company has recently
expanded its operations into the United States and intends to develop a network
of offices to provide IT staffing services throughout North America.

For the year ended December 31, 1997 and the six months ended June 30, 1998,
the Company derived 96% and 99%, respectively, of its revenue in Canada and the
remainder in the United States. The Company's books and records are recorded in
Canadian dollars. For purposes of financial statement presentation, the Company
converts balance sheet data to U.S. dollars using the exchange rate in effect at
the balance sheet date. Income and expense accounts are translated using an
average exchange rate prevailing during the relevant reporting period. There can
be no assurance that the Company would have been able to exchange currency on
the rates used in these calculations. The Company does not engage in exchange
rate hedging transactions. A material change in exchange rates between U.S. and
Canadian dollars could have a material effect on the reported results of the
Company.

The Company's services are generally classified as either contract services
or permanent placement services. In the case of contract services, the Company
provides its customers with independent contractors or "contract workers" who
usually work under the supervision of the customer's management. Generally, the
Company enters into a time-and-materials contract with its customer whereby the
customer pays the Company an agreed upon hourly rate for the contract worker.
The Company pays the contract worker pursuant to a separate consulting
agreement. The contact worker generally receives between 75% and 80% of the
amount paid by the customer to the Company, however such payment is usually not
based on any formula and may vary for different engagements. The Company has
been seeking to gain "preferred supplier status" with its larger customers to
secure a larger percentage of those customers' business. While such status is
likely to result in increased revenue and gross profit, it is likely to reduce
gross margin percentage because the Company is likely to accept a lower hourly
rate from its customers and there can be no assurance that it will be able to
reduce the hourly rate paid to its consultants.

Revenue from contract services is recognized as services are provided.
Similarly, expenses for contract services, which usually consist solely of
consulting fees paid to contract workers, are recognized as services are
provided. For the year ended December 31, 1997 and the six months ended June 30,
1998, the gross margin on contract services revenue was approximately 23% and
23%, respectively. Contract services accounted for 79% of revenue and 46% of
gross profit for the year ended December 31, 1997 and approximately 76% of
revenue and 42% of gross profit for the six months ended June 30, 1998.

In the future, the Company may perform contract services for customers on a
project by project basis whereby the Company will be engaged to complete a
particular, specified project. The Company may hire full time employees to
supervise these projects. These projects may be billed on a time-and-materials
basis or the Company may charge a fixed price for the project. If the Company
charges a fixed price for a project, it will be required to estimate the total
costs involved in the project and formulate a bid that contains an adequate
profit margin. If the Company is unable to accurately predict the costs of such
a project, or the costs of the project change due to unanticipated
circumstances, which may be circumstances that are beyond the control of the
Company, the Company may earn lower profit margins or suffer a loss on a given
project. Currently, the Company is not providing any IT professionals pursuant
to fixed price contracts.

In the case of permanent placement services, the Company identifies and
provides candidates to fill a permanent position for its customer. The Company
recognizes revenue when the IT professional commences employment. The Company
performs permanent placement services pursuant to three invoicing policies.
Contingency services are engagements in which the Company is only paid if it is
successful in placing a candidate in a position. Contingency exclusive services
are similar to contingency engagements, however, the Company is the only firm
engaged to fill the position. Retained search services are similar to
contingency exclusive services, except that the Company receives a
non-refundable portion of the fee prior to performing any services, with the
remainder paid if the position is filled. Contingency, contingency exclusive and
retained search services accounted for approximately 71%, 18% and 11%,
respectively, of the Company's permanent placement services for the year ended
December 31, 1997 and 83%, 15% and 2% for the six months ended June 30, 1998.

The Company calculates gross profit by subtracting the fees paid to
contractors from net revenue. The Company does not attribute any direct costs to
permanent placement services, therefore the gross profit margin on such services
is 100% of revenue. As a result, the mix in permanent placement revenue as
compared to contract services revenue will have a significant affect on the
gross profit margin of the Company as a whole. Permanent placement services
accounted for 21% of revenue and 54 % of gross profit for the year ended
December 31, 1997 and 24% of revenue and 58 % of gross profit for the six months
ended June 30, 1998.

The Company anticipates expanding into new regional markets by establishing
new offices or by acquiring or investing in complementary or competitive
companies. The Company has not yet identified any acquisition candidates and has
no agreements, plans, or arrangements with respect to such acquisitions or
investments. The Company expects the cost of opening and funding a new office to
range from $200,000 to $500,000, depending on the size of the office and the
costs of doing business in the city that the office is to be located. Such costs
will consist of leasing office space, purchasing or, among other things, leasing
office equipment and computer hardware and other related expenses incurred prior
to the commencement of operations in new locations. Such costs also include
operating expenses, such as payroll and advertising, prior to such time that the
new office is able to generate significant cash flow from operations. The
Company is likely to utilize acquisitions as an attempt to avoid or limit these
costs, but the Company will incur other costs as a result of any acquisitions,
including funding the purchase price and expenses related to the integration of
operations and training of new employees. With regard to previous acquisitions,
integration costs were expensed in the period that they were incurred and the
Company expects to continue to do so with future acquisitions. The Company
intends its acquisition targets to be small companies who can benefit from the
Company's advanced IT and other operating systems. There can be no assurance
that integrating the Company's operations with those of acquired companies will
result in improvements in such companies operations or increased revenue from
such operations.

In April 1998, the Company acquired all the issued and outstanding shares of
SCI and SPSI for $102,249 and 130,914 Common Shares. SPSI is inactive but holds
certain assets utilized by Systems in its operations. The acquisition was
effective as of January 2, 1997. Declan French participated in the

management of Systems during 1997 and the Company and Systems shared data and
operating information during the year ended December 31, 1997. Accordingly, the
Company's financial statements incorporate the operations of Systems since
January 1, 1997.

On May 19, 1998, the Company completed the acquisition of all the issued and
outstanding shares of capital stock of ICS for $340,832 in cash and 100,000
Common Shares from John A. Irwin, who was not affiliated with the Company prior
to this acquisition. In connection with the acquisition, ICS made a distribution
to Mr. Irwin of certain ICS assets that were not necessary for the operation of
the business. The transaction was effective as of January 2, 1998. Declan French
and other officers of the Company participated in the management of ICS during
the six months ended June 30, 1998. Accordingly, the Company's financial
statements incorporate the operation of ICS since January 1, 1998.

Each acquisition was accounted for using the purchase method of accounting,
which requires that the purchase price be allocated to the assets of the
acquired entity based on fair market value. In connection with the Systems and
ICS acquisitions, the Company recorded $469,000 and $889,000, respectively, in
goodwill, which is being amortized over thirty years in accordance with
generally accepted accounting principles as applied in the United States.

RESULTS OF OPERATIONS

The following table presents certain financial data of the Company as a
percentage of the Company's revenue based in information derived from the
Company's financial statements.

YEAR ENDED, DECEMBER 31, SIX MONTHS ENDED JUNE
30,
------------------------ ------------------------

1996 1997 1997 1998
----- ----- ----- -----
Sales....................................................... 100% 100% 100% 100%
Contractor Costs............................................ 34% 61% 60% 59%
Gross profit................................................ 66% 39% 40% 41%
Operating Expenses.......................................... 61% 34% 33% 34%
Income from operations...................................... 5% 4% 7% 7%
Net income.................................................. 4% 3% 6% 5%

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

REVENUE. Revenue for the six months ended June 30, 1998 increased by $3.1
million, or 141%, to $5.3 million, as compared to $2.2 million for the six
months ended June 30, 1997. The increase is primarily attributable to the
acquisition effective January 1, 1998 of ICS, which had sales of $2.4 million
for the six months ended June 30, 1998. Also contributing to the increase was an
increase of $260,000 in the sales of Systems as a result of improvements in
operations since its was acquired by the Company effective January 2, 1997, and
growth in the contract sales in the Toronto office. Revenue from contract
services and permanent placement services accounted for 76% and 24%,
respectively, of revenue for the six months ended June 30, 1998 as compared to
78% and 22%, respectively, for the six months ended June 30, 1997.

CONTRACTOR COSTS. Contractor costs for the six months ended June 30, 1998
increased by $1.8 million, or 138%, to $3.1 million, as compared to $1.3 million
for the six months ended June 30, 1997. This increase was due to the increased
volume of contract services. As a percentage of revenue from contract services,
contractor costs remained constant at 77%.

GROSS PROFIT. Gross profit for the six months ended June 30, 1998 increased
by $1.3 million, or 149%, to $2.2 million, as compared to $870,000 for the six
months ended June 30, 1997. This increase was attributable to the aforementioned
increase in revenue during the six months ended June 30, 1998. As a percentage
of revenue, gross profit increased to 41% for the six months ended June 30, 1998
as compared

to 40% for the six months ended June 30, 1997. This increase was due to the
slight decrease in the percentage of revenue which was derived from contract
services.

OPERATING EXPENSES. Operating expenses for the six months ended June 30,
1998 increased by $1.1 million, or 154%, to $1.8 million, as compared to
$713,000 for the six months ended June 30, 1997. This increase was primarily
attributable to an increases of $578,000 in selling expenses and $156,000 in
administrative expenses at ICS during the six months ended June 30, 1998.
Administrative expenses at the IT Staffing Division also increased as the
Company expanded infrastructure to support operations from multiple locations
and operated additional offices. As a percentage of revenue, operating costs
increased to 34% for the six months ended June 30, 1998 from 33% for the six
months ended June 30, 1997 due to increased locations and volume of
transactions.

NET INCOME. Net income for the six months ended June 30, 1998 increased by
$114,000, or 82 % to $253,000 as compared to $139,000 for the six months ended
June 30, 1997 due, among other things, to the reasons enumerated above.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996.

REVENUE. Revenue for the year ended December 31, 1997 increased by $3.9
million, or 510%, to $4.7 million, as compared to $764,000 for the six months
ended December 31, 1996. The increase is primarily due to the acquisition of
Systems, which had revenue for the year ended December 31, 1997 of $2.0 million,
effective January 2, 1997, and an increase of $1.7 million of revenue during
such period from contract services at the IT Staffing Division as a result of
internal growth. Revenue from contract services and permanent placement services
accounted for 79% and 21%, respectively, of revenue for the year ended December
31, 1997 as compared to 39% and 61%, respectively, for the year ended December
31, 1996.

CONTRACTOR COSTS. Contractor costs for the year ended December 31, 1997
increased by $2.6 million, or 1000%, to $2.9 million, as compared to $260,000
for the year ended December 31, 1997. This increase was attributable to the
increased volume of contract services. As a percentage of revenue from contract
services, contractor costs decreased to 78% for the year ended December 31, 1997
from 88% for the year ended December 31, 1996 as a result of an increase in
average hourly billing rates for the Company's contract services.

GROSS PROFIT. Gross profit for the year ended December 31, 1997 increased
by $1.3 million, or 256%, to $1.8 million, as compared to $505,000 for the year
ended December 31, 1996. This increase was atttributable to the aforementioned
increase in revenue. As a percentage of revenue, gross profit decreased to 38%
for the year ended December 31, 1997 as compared to 66% for the year ended
December 31, 1996. This decrease was due to the increase in the percentage of
revenue which was derived from contract services.

OPERATING EXPENSES. Operating expenses for the year ended December 31, 1997
increased $1.1, or 234%, to $1.6 million, as compared to $470,000 for the year
ended December 31, 1997. This increase was primarily attributable to the
acquisition of Systems, which incurred operating expenses of $515,000 during the
year ended December 31, 1997, and an increase of $442,000 in selling expenses at
the IT Staffing division due to increased volume of sales. Administrative
expenses at the IT Staffing Division also increased as the Company expanded
infrastructure to support operations from multiple locations. As a percentage of
revenue, operating costs decreased to 41% for the year ended December 31, 1997
from 50% for the year ended December 31,1996 as a result of increased revenue
since many administrative costs are relatively fixed and do not vary with
revenue.

NET INCOME. Net income for the year ended December 31, 1997 increased by
$124,000, or 413%, to $154,000 for the year ended December 31, 1997 as compared
to $30,000 for the year ended December 31, 1996 as a result of, among other
things, the reasons enumerated above.

LIQUIDITY AND CAPITAL RESOURCES.

The Company's primary sources of cash are cash flow from operations and a
credit line with the Toronto-Dominion Bank ("TDB").

At June 30, 1998, the Company had cash and cash equivalents of $114,000 and
working capital of $575,000. During the six months ended June 30, 1998, the
Company had a cash flow deficit from operations of $385,000, due primarily to an
increase in accounts receivable of $768,000, which was partially offset by net
income of $253,000. The increase in accounts receivable is primarily due to the
increase in revenue in the months prior to June 30, 1998 as compared to the
months prior to December 31, 1997. At December 31, 1997, the Company had no cash
and cash equivalents, and a working capital deficiency of $57,000. For the year
ended December 31, 1997, the Company had a cash flow deficit of $85,000, due
primarily to an increase in accounts receivable of $577,000, which was partially
offset by increase in accounts payable of $317,000 and net income of $154,000.

For the six months ended June 30, 1998, the Company had cash flow from
financing activities of $1.3 million, attributable primarily to proceeds from
the issuances of Common Shares. For the year ended December 31, 1997, the
Company had cash flow from financing activities of $371,000 attributable
primarily to proceeds from the issuances of Common Shares. During the six months
ended June 30, 1998, the Company received $909,752 for the issuance of 281,667
Common Shares. During the year ended December 31, 1997, the Company received
gross proceeds of $325,051 for the issuance of 86,667 Common Shares. Such funds
were utilized to fund the expansion of the Company, including the acquisitions
of Systems and ICS.

The Company's arrangement with TDB allows for an operating line, payable on
demand, of up to $340,645. Outstanding balances shall bear interest at 1.75%
over TDB's prime rate. The line is secured by substantially all of the Company's
assets, an assignment of life insurance on the life of Declan French to the
extent of $300,000, and is personally guaranteed by Declan French and his wife
to the extent of $170,322. The loan is subject to certain financial covenants
including a minimum net worth of $562,065. At June 30, 1998, there was no
outstanding balance on this line.

As of June 30, 1998, the Company had a total of $476,905 due to BDC pursuant
to three separate loans. The loans bear interest at the Canadian prime rate plus
4% and are being repaid in monthly installments which currently aggregate
$8,670. In addition to interest, the Company granted BDC an option to acquire
22,125 Common Shares for an aggregate of $1.00 and to pay BDC a royalty equal to
.063% of gross sales until August 2003. The Company is restricted from paying
dividends until these loans have been repaid to BDC.

During the six months ended June 30, 1998, the Company had a cash flow
deficit from investing activities of $910,000, primarily attributable to the
aforementioned acquisition of Systems. During the year ended December 31, 1997,
the Company had a cash flow deficit from investing activities of $541,000,
primarily attributable to the aforementioned acquisition of ICS.

The Company believes that cash flow from operations together with the
proceeds of the offering will be sufficient to satisfy the Company's working
capital needs for at lease the next 18 months.

YEAR 2000 PREPARATION

Many computer systems and software products worldwide and throughout all
industries will not function properly, unless upgraded, as the year 2000
approaches, due to a once-common programming standard that represents years
using two-digits. This is the "Year 2000 problem" that has received considerable
media coverage. The Company believes that it is Year 2000 compliant with respect
to its internal systems, including its HR Workbench software. Apptracker is also
designed to be Year 2000 complaint.

BUSINESS

The Company is a provider of IT staffing services, primarily in Canada,
supplying qualified IT professionals to its customers as independent contractors
for short and long term assignments and for permanent placement within such
enterprises. The Company's customers include financial service companies,
software and other technology companies, Canadian governmental entities and
large multinational companies, including Merrill Lynch Canada, Inc., the Bank of
Montreal, Bell Sygma Telecom, and American Express. The Company has recently
expanded its operations into the United States and intends to develop a network
of offices to provide IT staffing services throughout North America.

The Company has focused on the recruiting of quality IT professionals. The
Company utilizes established testing methods to ensure that its IT professionals
are properly qualified. The Company also reviews a candidates' technical
background and conducts preliminary interviews prior to referring candidates to
its customers. By attracting the most qualified IT professionals, the Company
believes that it will be able to attract high quality customers, who require the
services of such professionals.

Since inception, the Company has pursued a strategy of developing and
utilizing technology that it believes will provide it a competitive advantage.
As a result, the Company believes that one of its primary competitive strengths
is its utilization of technology. The Company maintains a database of 35,000 IT
professionals and advertises for the Company and their customers on the
Internet. The Company uses HR Workbench, software that the Company developed in
conjunction with Great Lakes to locate the IT professionals in the Company's
database with the technical skills and job interests that best satisfy the
requirements of the position the Company is attempting to staff. The Company and
Great Lakes have developed another software package called AppTracker which the
Company, via a joint venture with Great Lakes, intends to market to human
resources departments in 1999. The software aids a human resource department in
performing numerous recruitment tasks, such as scheduling interviews and
evaluating candidates. Statistics about the recruitment process, including the
costs and expenses, are tabulated in various databases. The Company believes
that it will have an advantage in marketing its IT staffing services to
companies using AppTracker because of the Company's familiarity with the
software and the ease of EDI with the Company.

INDUSTRY BACKGROUND

The staffing industry has experienced significant growth in recent years in
response to the increased popularity of outsourcing of many staffing
requirements. This growth has been driven by employers who have sought to
convert personnel costs from fixed to variable in nature by reducing their
permanent staff and supplementing their workforce with contract employees for
specific projects, peak work loads and other needs. The use of flexible staffing
services has allowed employers to improve productivity, outsource specialized
skills and avoid the negative effects of layoffs. This trend has accelerated
with the pace of technological change and greater global competitive pressures.
Regulations governing employee benefits, insurance and retirement plans as well
as the high cost of hiring, laying off and terminating permanent employees have
prompted many employers to take advantage of the flexibility offered through
contract staffing arrangements. According to the STAFFING INDUSTRY REPORT, a
leading industry publication, revenue for the year ended December 31, 1997 for
IT staffing services in the United States is estimated to have been $14.8
billion, a 27% increase over such reviews for the year ended 1996. The market
for IT staffing services in Ontario, Canada, the Company's largest market, is
estimated to be $700 million.

The high technology industry as a whole continues to experience substantial
growth as constant innovations, such as open and distributed computing,
client/server technology, the Internet, relational databases and object-oriented
programming, shortens product lifecycles and accelerates the demand for
computer-related products. These trends, combined with the intense competition
faced by high technology companies, have put considerable pressure on such
companies to shorten the time-to-market of their products. The development of
these next generation products often requires highly specialized technical

talent which may not be available internally. This need for IT professionals is
particularly critical during the period prior to the release of new software or
hardware products. As a result, these high technology companies are frequently
utilizing supplemental sources of IT professionals with expertise in current
technologies.

As new technologies are developed and introduced, businesses are attempting
to integrate and implement these technologies into their already complex IT
systems. As these systems are being deployed on an enterprise-wide basis and on
multiple hardware and software platforms, the process of systems design and
implementation has become more complex. As a result, these businesses are forced
to find qualified IT professionals to design, develop, deploy and maintain their
systems. Frequently, however, qualified IT professionals do not exist internally
or it may be impractical to redeploy and retrain internal personnel.
Consequently, these businesses are increasingly seeking to augment their staffs
with IT professionals skilled in the management and operation of such systems.

The Company believes the growth of the Internet is likely to contribute to
the demand for IT professionals. North American companies are increasingly
establishing or maintaining a presence on the Internet. Although many companies
outsource to web site maintenance companies, others retain direct control of
their web sites and may utilize contract workers to establish and maintain such
sites.

Despite increased demand for IT professionals, there is a shortage of IT
professionals proficient in the most current computer languages and
applications. Recent studies indicate that the United States has a shortage of
approximately 190,000 IT professionals and Canada has a shortage of 15,000 IT
professionals. The studies also suggests that the shortfall is growing. Due to
the high demand for their services, many IT professionals have a variety of
opportunities in the job market. An increasing number are attracted to the
benefits of working on a contract basis. Such benefits include more flexible
work schedules and the opportunity to work with emerging and challenging
technologies in a variety of industries.

To address their increasing demand for contract and permanent IT
professionals, both research and development departments of technology companies
and IT departments of large corporations are turning to IT staffing companies to
augment their existing operations. Technology-dependent companies are
increasingly utilizing outside consultants to: (i) meet critical production
deadlines; (ii) focus on their core business and avoid devoting valuable time to
the recruiting and hiring processes; (iii) access specialized technical skills;
(iv) better match staffing levels to current needs; and (v) reduce the costs of
recruiting, training and terminating employees.

BUSINESS STRATEGY

The Company's objective is to become a leading provider of IT staffing
services to high technology companies and large corporations throughout North
America. To achieve this objective, the Company focuses on the following key
elements of its business and growth strategies:

LEVERAGE CLIENT BASE TO ATTRACT AND RETAIN HIGHLY QUALIFIED IT PROFESSIONALS

A key element of the Company's success has been its ability to attract and
retain highly qualified IT professionals. The Company believes that the primary
reason that it can attract such professionals is due to its high quality
customer base which allows the Company the opportunity to identify and deliver
high quality assignments involving leading-edge technologies. Additionally, the
Company believes that it has developed a reputation among IT professionals for
efficient and high quality placements by focusing on an IT professional's
particular field of technical specialization and providing access for IT
professionals to cash compensation levels comparable to, or higher than, that of
similarly skilled, full-time employees.

As the Company's high quality clients have allowed it to attract a large
number of qualified IT professionals, the Company's database of IT
professionals, in turn, has allowed the Company to increase its number of
clients. The Company believes that this cyclical phenomenon in the recruiting
business

creates the opportunity for significant growth as the Company expands and
implements the other facets of its business plan.

FOCUS ON NICHE MARKETS

The Company believes that its expertise in the IT industry provides it a
competitive advantage over recruiting firms that do not utilize IT specialists
in their recruiting. The Staffing Report On-Line, an on-line magazine for the
employment and temporary service industry, views the IT staffing business as
distinctly different from traditional staffing businesses. The Company's
recruiters follow IT industry trends, are usually knowledgeable in the IT area
and have access to the Company's databases of IT professionals, all of which
enables them to provide their customers with candidates who will satisfy a
particular client's requirements.

Although the Company recruits professionals in all aspects of the IT
business, the Company places added emphasis on certain areas, such as ERP
software products produced by Oracle Corporation, SAP AG, Peoplesoft, Inc. and
the BAAN Company. The Company is often discussed in Web sites for Oracle product
users and believes it can develop a reputation as one of the premier sources of
IT professionals with skills and experience relating to Oracle Corporation and
other ERP products. The Company has also developed an excellent reputation for
recruiting IT professionals who specialize in network management. The Company
believes that developing niche specialties will enhance the reputation of the
Company as a whole and create opportunities for the Company to establish
relationships with new customers who then may utilize the Company to locate IT
professionals with other skills.

EXPAND INTO NEW REGIONAL MARKETS

As opportunities arise, the Company intends to expand into certain markets
via acquisition, but believes that most expansion will come from the
establishment of new offices. The Company intends to establish such offices by
hiring experienced recruiters familiar with the local markets and providing them
access to the Company's existing group of IT professionals and customers via the
Internet. By hiring local recruiters the Company believes that it will be able
to attract local clients and IT professionals who may not have been previously
familiar with the Company. The Company believes that such recruiters will find
the Company to be an attractive place to work because of the Company's existing
relationships with multinational and other large corporate clients, the
Company's good reputation among IT professionals, the Company's quality
information technology system and the Company's incentive based compensation
package which will generally combine base salary, bonuses, commissions and
incentive stock options.

Where the Company deems it more cost effective, or a particular acquisition
candidate will provide the Company with a competitive advantage, the Company may
enter a new regional market by acquiring an existing IT staffing company. The
Company intends to focus on small acquisition targets who will be able to
benefit from the Company's strong IT and operating systems.

CONTINUE TO UTILIZE THE INTERNET AND INFORMATION TECHNOLOGY

The Company believes that its use of technology provides it a competitive
advantage over many of its competitors. The Company utilizes its HR Workbench
software to operate its database and allow recruiters to use a query based
system that matches the skill set and employment preferences of the IT
professionals with the needs of the customer. This system also tracks other
information, such as average salaries of a particular position, which enables
the Company to provide valuable advice to its clients in selecting the proper IT
professional. The Company's IT professional database and recruiting software is
available to its employees in other cities through its fully secure intranet
system. For example, a recruiter in a new office in Austin could have complete
access to the Company's information technology in Toronto. The Company believes
that this will enable it to open new offices that are quickly ready to provide
services to customers without incurring significant IT start-up costs. In
smaller markets, the Company intends to

utilize its IT system to create lightly staffed "virtual offices" that rely on
the Toronto office for all administrative and many operating functions.

The Company utilizes the Internet to promote its services and to provide IT
professionals with a complete listing of available employment opportunities. IT
professionals can e-mail their resumes to the Company's recruiters and, by
completing an on-line form, enter themselves into the Company's database.
Currently, the Company is upgrading its Web site so that it will more
effectively promote the Company's services to potential customers.

The Company, in conjunction with Great Lakes, is developing software that
will enable human resources departments to perform numerous recruitment tasks,
such as scheduling interviews and evaluating candidates. Statistics related to
the recruitment process, including the costs and expenses, are tabulated in
various databases. The Company believes that it will have an advantage in
marketing its recruitment services to companies that are using AppTracker
because of the Company's familiarity with the software and the ease of EDI with
the Company.

DEVELOP AND PROMOTE A MANAGED SERVICES PRACTICE

The Company intends to form a team of consultants who will aid the Company's
customers in determining their IT staffing needs. Management believes that this
will provide the Company with a competitive advantage when compared with
traditional recruiting firms. Furthermore, the Company believes that Managed
Services could provide it with an additional source of revenue, which could be
particulary important if companies utilize AppTracker and Internet sources to
reduce their reliance on recruiting firms.

CAPITALIZE ON YEAR 2000 AND OTHER OPPORTUNITIES

Due to a once-common programming standard that represents years using
two-digits, many computer systems and software products, unless upgraded, will
not function properly as the year 2000 approaches. The problem will result in
the inability of computer systems to properly recognize date-sensitive data and
will result in the production of erroneous information or system failure.

The Company believes that many companies will turn to contract workers to
review their computer systems and make necessary changes to avoid Year 2000
problems. For example, the Company assembled a group of specialists to remedy
the potential Year 2000 problems at the Canadian offices of a large financial
services firm. Contract workers are ideal for this task because it is likely to
be a time consuming and complicated, yet temporary, project. Although the
increase in revenues from Year 2000 related projects will be temporary, the
Company intends to use the Year 2000 as an opportunity to develop additional
customer relationships and to expand the scope of its contract work on a
project-by-project basis. The Company intends to assemble teams of Year 2000
specialists and aggressively market their services to the Company's customers.

The Company believes that there will be opportunities for projects like Year
2000 projects as the Dow Jones Industrial Average, which is often recorded in
data fields designed to read four digits, approaches 10,000, and when the
European Union adopts a single currency. IT Systems will require modifications
to be able to properly record these data changes and companies may rely on
contract workers and consulting teams to implement these changes.

CONTRACT SERVICES

The Company's contract services revenue is derived from time and materials
contracts in which the Company supplies a contract worker to perform under the
supervision of the client. The Company's contract services generally consist of
providing contract workers to customers for short and long term assignments.
These assignments generally last from three to twelve months, but can sometimes
last much

longer. The assignments may be for specified projects or general IT consulting
work. Although the Company currently bills the clients only on a time and
materials basis at an agreed upon hourly rate, in the future it may assemble
teams that will perform projects for an agreed upon fixed price for the project.
The Company pays the contract worker an agreed upon rate, pursuant to the
Company's standard consulting services agreement. The contract worker generally
receives between 75% and 80% of the amount paid by the customer to the Company,
however such payment is usually not based on any formula and may vary for
different engagements. This agreement, which is terminable by the Company at any
time, obligates the contract worker to provide notice prior to leaving the
position, contains a confidentiality clause, and prohibits the worker from going
to work directly for the customer for a period of six months without the consent
of the Company. At September 1, 1998, approximately 160 contract workers placed
by the Company were performing services for the Company's customers.

The Company intends to increase the amount of project services work it is
doing by assembling teams specializing in particular projects such as Year 2000
problem resolution. See "Business--Business Strategy--Focus on Niche Markets."
In the future, the Company may hire project leaders as salaried employees to
lead teams of consultants on certain projects. The Company believes that this
will enable the Company to earn higher margins on its project work. Furthermore,
such teams would enable the Company to market itself as a full-service provider
of IT staffing services with a wide array of services that can be tailored to
meet a customer's particular needs.

PERMANENT STAFFING PLACEMENT SERVICES

The Company's permanent placement services generally consist of the
placement of an IT professional in a position for the Company's customers. The
Company identifies and provides candidates to its customers who its recruiters
believe, based on the Company's data, have the technical skills and job interest
to best satisfy the requirements of the position. The Company recognizes revenue
when the IT professional commences employment. However, the Company is required
to find a replacement free of charge if the employee does not remain in the
position for at least 90 days. This placement fee is usually structured as a
percentage of the IT professional's first-year annual compensation. This
percentage ranges from 20% to 30%, although the Company expects to reduce the
fee to 15% for customers utilizing the Company's Internet technology because
those placements will require less time and input from the Company's recruiters.
Salaries for the IT professionals that the Company places generally range from
$45,000 to $125,000.

The Company performs permanent placement services pursuant to three
invoicing policies. Contingency services are engagements in which the Company is
only paid if it is successful in placing a candidate in a position. Contingency
exclusive services are similar to contingency engagements, however, the Company
is the only firm engaged to fill the position. Retained search services are
similar to contingency exclusive services, except that the Company receives a
non-refundable portion of the fee prior to performing any services, with the
remainder paid if the position is filled.

SALES AND MARKETING

The Company's primary target markets are software, telecommunications and
other technology companies, financial service companies and multinational and
other large corporations. The Company maintains a database of human resource
administrators and IT department heads at these firms and utilizes its sales
forces to build relationships with these individuals by stressing the quality of
IT professionals that the Company recruits. As the Company expands into new
regional markets it intends to hire local sales people who are familiar with
local customers. Because many of the Company's customers maintain offices in
more than one city, the Company believes that it will have an advantage in
establishing relationships with these additional offices as the Company expands
into new regional markets.

The Company markets its services via the Internet. The Company is in the
process of upgrading its home page, which previously has been used primarily as
a tool to advertise job opportunities to IT professionals and to promote its
services to its customers. The Company also utilizes traditional advertising
outlets and trade shows to promote its services to potential customers.

CUSTOMERS

The Company provides staffing services to customers in a wide array of
industries. Software development, telecommunications, and other technology
companies utilize the Company's services to locate programmers in the
development of new products. The Company also provides services to financial
services companies, such as The Bank of Montreal and Merrill Lynch Canada, Inc.,
which are extremely reliant on their IT systems. Large consulting firms, such as
Deloitte & Touche, are also beginning to utilize the Company to meet their need
for IT professionals.

The Company's customers include the Canadian units of Fortune 1000 companies
such as American Express, Revlon and IBM. The Company believes that it will be
able to provide services to other multinational and large companies and expand
services provided to these existing customers by expanding into new regional
markets. These multinational and other large companies have indicated to the
Company that they desire to use fewer suppliers to meet their needs and the
Company believes that it will be able to utilize relationships in one market to
establish relationships with such companies in other markets. Additionally, the
Company believes that its high profile customer base provides it credibility
when pursuing other customers. The following is a list of certain of the larger
companies who utilize the Company's services.

FINANCIAL SERVICES SOFTWARE, TECHNOLOGY AND TELECOMMUNICATIONS
- -------------------------------------------------------- --------------------------------------------------------

the Bank of Montreal Bell Sygma Technology Solutions
Merrill Lynch Canada, Inc. Bell Canada
CIBC Wood Gundy Securities, Inc. SHL Systemhouse, Inc.
First American Title Insurance Star Data
Citibank IBM Canada
Harris Bank & Trust

GOVERNMENT AND EDUCATIONAL OTHER
- -------------------------------------------------------- --------------------------------------------------------

Revenue Canada American Express
Environment Canada Imperial Oil
University of Toronto Deloitte & Touche
National Grocers Company
SolCorp
Revlon Canada

The Company generally enters into a standard form agreement with its
customers that indicates which parties are responsible for taxes and other
expenses, and provides that all intellectual property and other proprietary
information will remain confidential and the property of the customer. Some
customers, such as the Canadian government, Dow Jones and CIBC Wood Gundy
Securities, Inc., require the Company to use another form of agreement which is
similar in all material respects to the Company's standard form. With certain
clients, most significantly, The Bank of Montreal, the Company enters into an
agreement allocating other responsibilities, such as the supervision of the IT
professionals it recruits. Other customers, such as Bell Sygma, Inc., enter into
annual contracts with the Company pursuant to which the Company will supply
contract workers during the year as required by the customer at fees to be
negotiated.

STRATEGIC ALLIANCES

The Company has entered into a strategic alliance with Great Lakes which has
resulted in the development of HR Workbench and AppTracker. See
"Business--Information Technology and the Internet." The Company has also
established relationships with other job search resources on the Internet to
promote the Company's services. For example, the job listing page of the Toronto
Star newspaper's Web site displays the Company's name and has a hyperlink to the
Company's Web site.

The Company intends to utilize strategic alliances to promote its staffing
services. The Company may enter into arrangements with consulting firms to staff
major IT projects. Alternatively, the Company may enter into arrangements with
software companies whereby the Company's contract workers will be trained to
perform customer support services. Lastly, the Company may enter into agreements
with other staffing companies in geographic regions in which the Company does
not intend to expand. Such arrangements will allow the Company to provide its
existing large corporate clients with services in areas where the Company is not
familiar with the local market. Currently, the Company is not a party to any
agreements to enter into arrangements such as these, and there can be no
assurance that the Company will find entities with which to enter into strategic
alliances on terms acceptable to the Company, or at all.

RECRUITING

The Company believes that its technology and experienced recruiting staff of
43 individuals enables it to recruit qualified IT professionals whose skills
match the needs of its customers. Many of the Company's recruiters have strong
IT backgrounds, and are required by the Company to take a two week training
course when hired by the Company. The Company maintains a database of over
35,000 IT professionals. The Company's recruiters maintain ongoing relationships
with certain IT professionals and are aware of their particular skills and
employment status. Using the Company's database and its recruiters' knowledge of
available IT professionals, the Company is often able to quickly locate a number
of suitable candidates for a position, which is particularly important for
positions in which the Company does not have an exclusive engagement. The data
base also contains reference and employment history information which
accelerates the screening process.

The Company tests the computer skills of all of its IT professionals
utilizing Tekcheck software. This software provides recruiters with a consistent
rating system and a reliable method of evaluating candidates, which aids
recruiters in matching candidates with positions requiring their skill set. This
software also allows the Company to provide evidence to its customers that
potential employees have sufficient technical skills. Additionally, the Company
screens candidates by telephone and in-person interviews and by reference
checks.

If the Company is unable to locate suitable candidates for a position by
means of its databases, the Company may utilize advertisements in newspapers and
trade magazines. The Company often prepares and places advertisements on behalf
of its clients. The Company has been approved by the Canadian Newspaper
Association as an advertising agency, which allows the Company to earn a
commission on any advertisements it places. Additionally, the Company posts job
openings on its Internet Web site and invites IT professionals to submit their
resumes to the Company by e-mail.

The Company intends to recruit IT professionals from other countries, such
as Singapore and India, where there are a number of IT professionals and the job
opportunities are inferior to those in North America. U.S. and Canadian
immigration laws contain preferences for immigrants who can fill skilled labor
positions for which there is a shortage of native applicants.

INFORMATION TECHNOLOGY AND THE INTERNET

The Company has established an extensive IT system which it believes
provides it with a competitive advantage over less technologically advanced
competitors. The primary components of the Company's IT system and its use of
technology are described below.

THE HR WORKBENCH SOFTWARE AND PROPRIETARY DATABASES.

The HR Workbench software is an Internet-based software application that is
used by the Company in the administration and tracking of internal processes
relating to the recruitment and placement of IT professionals. This software was
developed by the Company in conjunction with Great Lakes, and they will share in
all intellectual property rights to the software equally. The HR Workbench
software is a query based software program that allows the Company's recruiters
to locate the IT professional in the Company's database with the technical
skills and job interests that best satisfy the requirements of the position that
the Company is attempting to staff. This system also tracks other information,
such as average salaries of a particular position, which enables the Company to
provide valuable advice to its clients in selecting the proper IT professional.
The software also incorporates the Company's database of over 35,000 IT
professionals. The Company continually updates its database and occasionally
accesses other databases of IT professionals that are available for sale or over
the Internet. HR Workbench allows information entered into the database by a
Company employee, or directly by an IT professional by means of the Internet, to
be shared by all of the Company's recruiters and salespeople.

UTILIZATION OF THE INTERNET

The Company utilizes the Internet to promote its services and to enable
customers and IT professionals to utilize its services. The descriptions of the
employment opportunities are segregated among permanent and contract positions,
describe the necessary skills required by IT professional candidates, and
provides a phone number and e-mail address for the Company's recruiter who works
with the relevant client. Alternatively, IT professionals can e-mail their
resumes to the Company or an enter themselves into the Company's database by
means of the Internet. The Company also utilizes the Internet to connect its
offices to its Toronto office. This results in substantial savings in software
and hardware costs in the maintenance of the Company's IT system and allows for
the creation of lightly staffed regional virtual offices.

THE APPTRACKER SOFTWARE

The Company and Great Lakes have developed a software package designated
AppTracker. The software is designed to aid a human resource department in
performing numerous recruitment tasks, such as scheduling interviews and
evaluating candidates. The software has a feature that allows a human resources
department to have a description of any job openings sent automatically to
selected e-mail addresses, such as those of recruiting firms or previous
applicants. Statistics about the recruitment process, including the costs and
expenses, are tabulated in various databases. Additionally, the software allows
the human resource department to compile their own database of prospective
employees and contract workers.

The joint venture between the Company and Great Lakes intends to market
AppTracker to human resources departments commencing in 1999. Currently, the
product is being test marketed by the human resources departments of two of the
Company's customers. The Company believes that it will be able to provide
assistance in the marketing of the software as a result of its existing
relationships with management in the human resources and IT departments of its
customers, although there can be no assurance thereof. The Company is currently
negotiating with Great Lakes to enter into a definitive agreement that will
allocate costs and responsibilities in marketing Apptracker.

Although there can be no assurance thereof, the Company believes that it
will have an advantage in marketing its recruitment services to companies using
AppTracker because of its familiarity with the software and the ease of EDI with
the Company. There is a possibility, however, that utilization of the software
will reduce reliance of certain customers on recruiting firms, including the
Company. Notwithstanding the foregoing, the Company does not anticipate any
material reduction in such reliance as a result of the utilization of this
software due to the difficulty of hiring IT professionals. Furthermore, the
Company intends to offer lower commission rates to customers using AppTracker
software to make it less likely that they will reduce the level of utilization
of the services of recruiting firms. The Company believes that the use of
AppTracker and its familiarity with the software will enable it to aid customers
in finding suitable, professionals in a more timely and cost efficient manner,
allowing for the decrease in prices charged by the Company.

EXPANSION AND ACQUISITIONS

The Company believes that it can leverage its base of IT professionals, its
reputation, and its IT system to achieve revenue growth by establishing new
offices in other regional markets. Such offices may be established by opening
new offices and staffing them with local recruiters and sales people or by
acquiring complimentary or competitive companies.

The Company primarily intends to focus its expansion in large U.S. cities,
such as Atlanta, Chicago, San Francisco and Austin. The Company is selecting
locations that have other offices of its existing customers, such as Chicago,
the headquarters of Harris Bank & Trust, or areas with numerous technology
companies, such as Austin. In addition to attracting local IT professionals, the
Company intends to attempt to recruit Canadian and other foreign IT
professionals for these positions in the U.S. Due to the strength of the U.S.
dollar against the Canadian dollar and other currencies, the Company believes
that foreign IT professionals will find the economic opportunities in the U.S.
attractive. The Company is currently endeavoring to expand its operations in the
northeastern United States by the July 1998 hiring of John J. Silver as Senior
Vice President and placing him in charge of the New York office. Mr. Silver has
existing relationships with numerous potential customers in the New York market.
The Company believes that recruiters in other markets will find the Company to
be an attractive place to work because of the Company's existing relationships
with multinational and other large corporate clients, the Company's good
reputation among IT professionals, the Company's quality information technology
system and the Company's incentive based compensation package which will
generally combine base salary, bonuses, commissions and incentive stock options.

The Company has also expanded in Ontario, Canada in order to obtain
additional business from large Canadian customers. For example, the Company is
opening an office in Ottawa in order to expand its relationship with Bell
Canada. The Company believes that other large customers with offices or
affiliated offices in Ottawa will consider using the Company's services in that
city, providing the Company's sales force an advantage in building relationships
when compared with other companies opening new offices.

The Company may seek to establish offices in smaller markets that contain
desirable customers. The Company believes that it can do so in a cost effective
manner because of the strength of its IT system. A single recruiter/sales person
can operate a "virtual office" by utilizing the Toronto office's database and
other operational systems via the Company's intranet. For example, the Company
intends to open an office in Indian Wells, California to provide services to
U.S. Filters and Armtech Incorporated.

The Company may also expand by acquiring complementary or competitive
Companies, including existing IT staffing companies, which will provide an
immediate increase to the Company's customer base and in some circumstances,
providing a more cost effective method of expansion than opening a new office.
The Company intends to target companies who have a strong customer base or group
of IT professionals, but do not utilize an advanced internal IT system. The
Company believes that providing an acquired company access to the Company's IT
system will allow the acquired company to provide better

service without substantially increasing costs, which may also lead to increased
revenue. Although, due to consolidation in the industry, there is competition
for the acquisition of companies in the IT staffing industry, the Company
intends to avoid competing for acquisition candidates by focusing on smaller
companies.

The Company may also utilize acquisitions or hiring of new employees to
achieve growth in its existing markets. The Company utilized the acquisitions of
Systems and ICS in the metropolitan Toronto area to acquire access to
experienced recruiters with an existing customer base.

With regard to customer services, the Company plans to implement a
decentralized management plan. The Company believes that allowing existing
management of an acquired company to remain an important part of its operations
will be beneficial in retaining customers, recruiters and IT professionals.
Similarly, local recruiters and sales people hired to staff new offices will
have the flexibility to continue relationships with customers and IT
professionals. The Company's intranet will provide all offices full access to
the Company's databases and operating software, promoting a uniformity in
certain functions. The Company intends to hold monthly meetings of its
Operations Committee, which will consist of the heads of each regional office
and subsidiary, to exchange information on industry trends and promote "best
practices" among the offices. With regard to financial controls, the Company
plans to have a fully integrated system which will allow control of cash flows
and accounting and payroll functions from the Toronto office.

COMPETITION

The IT staffing industry is highly competitive and fragmented and is
characterized by low barriers to entry. The Company competes for potential
clients with other providers of IT staffing services, systems integrators,
providers of outsourcing services, computer consultants, employment listing
services and temporary personnel agencies. Many of the Company's current and
potential competitors have longer operating histories, significantly greater
financial, marketing and human resources, greater name recognition and a larger
base of IT professionals and clients than the Company which may provide such
competitors with a competitive advantage when compared to the Company. In
addition, many of these competitors, including numerous smaller privately held
companies, may be able to respond more quickly to customer requirements and to
devote greater resources to the marketing of services than the Company. Because
there are relatively low barriers to entry, the Company expects that competition
will increase in the future. Increased competition could result in price
reductions, reduced margins or loss of market share, any of which could
materially and adversely affect the Company's business, prospects and financial
condition and results of operations. Further, there can be no assurance that the
Company will be able to compete successfully against current and future
competitors or that competitive pressures faced by the Company will not have a
material adverse effect on its business, prospects, financial condition and
results of operations. The Company believes that the principal factors relevant
to competition in the IT staffing services industry are the recruitment and
retention of highly qualified IT professionals, rapid and accurate response to
client requirements and, to a lesser extent, price. The Company believes that it
competes favorably with respect to these factors.

PROPERTY AND FACILITIES

The Company maintains its headquarters in a 6,000 square foot office located
at 55 University Avenue in Toronto Canada. The Company has leased such facility
for a term of ten years terminating in

November 2007. The Company pays annual rent of $46,200, which will increase to
$55,000 commencing in December 2002. The Company leases additional offices at
the following locations:

LOCATION SQUARE FEET LEASE EXPIRATION CURRENT RENT PER ANNUM
- ----------------------------------------------------- ------------- -------------------- -----------------------

Etobicoke, Ontario................................... 2,000 4/13/03 $ 22,300
New York, New York................................... 295 10/31/98 $ 74,400
(extended quarter)
to quarter
Tampa, Florida....................................... 188 2/28/99 $ 4,080
Scarborough, Ontario................................. 6,000 5/31/01 $ 39,000

EMPLOYEES AND CONSULTANTS

EMPLOYEES:

The Company's corporate staff at June 30, 1998 consisted of 65 full-time
employees, including 43 recruiters, 10 account managers/salespeople and 12
administrative employees. The Company is not a party to any collective
bargaining agreements covering any of its employees, has never experienced any
material labor disruption and is unaware of any current efforts or plans to
organize its employees. The Company considers its relationships with its
employees to be good.

CONSULTANTS:

The Company enters into consulting agreements with the IT professionals at
hourly rates negotiated with each IT professional based on such individuals
technical and other skills. The agreements provide that the IT professional is
responsible for taxes and all other expenses and that the IT professional is not
an employee of the Company for tax or other legal purposes. At September 1,
1998, approximately 160 contract workers placed by the Company were performing
services for the Company's customers.

LEGAL PROCEEDINGS

The Company is not party to any material legal proceedings.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the directors
and executive officers of the Company:

NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------

Declan French........................................ 54 Chairman of the Board of Directors, President, Chief
Executive Officer and Director
John R. Wilson....................................... 45 President--Systems
John A. Irwin........................................ 45 President--ICS
John J. Silver....................................... 41 Senior Vice President
Lloyd Maclean........................................ 45 Chief Financial Officer and Director
William J. Neill..................................... 45 Director Nominee
John Dunne........................................... 55 Director Nominee
Blair Taylor......................................... 45 Director Nominee
James Reddy.......................................... 59 Director Nominee
Robert M. Rubin...................................... 54 Director Nominee

Each director is elected for a period of one year at the Company's annual
meeting of shareholders and serves until the next such meeting and until his or
her successor is duly elected and qualified. Directors may be re-elected
annually without limitation. Officers are appointed by, and serve at the
discretion of, the Board of Directors. The Company's directors do not presently
receive any compensation for their services as directors' but it is contemplated
that directors will be granted options pursuant to the Plan. In addition, for a
period of three years following the date of this Prospectus, the Representative
shall have the right, at its option, to designate one director or observor to
the Board of Directors, which director shall be reasonably acceptable to the
Board of Directors.

Set forth below is a biographical description of each director and executive
officer of the Company based on information supplied by each of them.

DECLAN FRENCH has served as the Company's Chairman of the Board of
Directors, President and Chief Executive Officer since the inception of the
Company in February 1994. Prior to founding the Company, Mr. French was
President and Chief Executive Officer of TEC Partners Ltd., a IT recruiting firm
in Toronto, Canada. Mr. French has a diploma in Psychology and Philosophy from
the University of St. Thomas in Rome, Italy.

JOHN R. WILSON has served as President of Systems since 1982 and was its
sole shareholder prior to its sale to the Company in April 1998. Mr. Wilson is a
member of the Company's Operations Committee.

JOHN A. IRWIN has served as President of ICS since 1980 and was its sole
shareholder prior to its sale to the Company in May 1998. Mr. Irwin has a degree
in Computer Programming from Cambridge College of Arts and Technology. Mr. Irwin
is a member of the Company's Operations Committee.

JOHN J. SILVER has served as a Senior Vice-President of the Company since
July 1998. From April 1995 until July 1998, Mr. Silver served as Director of
Professional Services Volt Technical Services, a New York based IT staffing
firm, where he was in charge of managed services for major accounts. From
November 1994 until March 1995, he was a regional manager for ADIA Personell
Services in Santa Monica, California. From July 1992 until November 1994, Mr.
Silver was a regional Vice President for Spectrum Information Technolgies/Data
One in Lancaster, California. Mr. Silver has a marketing degree from Suffolk
College. Mr. Silver is a member of the Company's Operations Committee.

LLOYD MACLEAN has served as the Company's Chief Financial Officer since
September 1997. Mr. Maclean is the sole officer and director of Globe Capital
Corporation. From 1996 to 1997,

Mr. Maclean was Vice-President and Chief Financial Officer of ING Direct Bank of
Canada. From 1994 until 1996, he was Vice-President and Chief Financial Officer
of North American Trust, Inc., where he also served as a Vice President from
1990 until 1994. Mr. Maclean has an MBA from Harvard University and is a member
of the Canadian Institute of Chartered Accountants.

WILLIAM J. NEILL has been nominated and has agreed to join the Board of
Directors after the Closing of the Offering. Mr. Neill has served as Publisher
and Chief Executive Officer of the Financial Post since October 1997. From 1996
until 1997, Mr. Neill was Publisher of the Ottawa Sun. From 1993 until 1996, he
was a Vice-President of the Financial Post. Mr. Neill has an MBA from Queens
University in Kingston, Ontario.

BLAIR TAYLOR has been nominated and has agreed to join the Board of
Directors after the Closing of the Offering. Since July 1997, Mr. Taylor has
served as Director of Finance and Operations for Phoenix Research and Trading
Corporation. From 1993 to 1997, he was a managing director of CIBC Wood Gundy
Securities, Inc. Mr. Taylor has a degree in computer science from the University
of Waterloo and is a member of the Canadian Institute of Chartered Accountants.

JOHN DUNNE has been nominated and has agreed to join the Board of Directors
after the Closing of the Offering. Mr. Dunne has been Chairman and Chief
Executive Officer of the Great Atlantic & Pacific Company of Canada, Ltd ("Great
Atlantic") since August 1997, where he also served as President and Chief
Operating Officer from September 1996 until August 1997. From November 1995
until September 1996, Mr. Dunne was Chairman and Chief Executive Officer of Food
Basics Ltd. Prior to that, he had served as Vice Chairman and Chief
Merchandising Officer of Great Atlantic.

JAMES REDDY has been nominated and has agreed to join the Board of Directors
after the Closing of the Offering. Mr. Reddy has served as Chief Financial
Officer of Gemstar Communications, Inc. since July 1998. From July 1997 to July
1998, Mr. Reddy was an independent management consultant. He is a member of the
Canadian Institute of Chartered Accountants. From 1989 to 1997, he was employed
by DFI Securities, Inc., most recently as Chief Financial Officer.

ROBERT M. RUBIN has been nominated and has agreed to join the Board of
Directors after the Closing of the Offering. Mr. Rubin has served as Chairman of
the Board of Diplomat Direct Marketing Corporation since 1992. Between October,
1990 and January 1, 1994 Mr. Rubin served as the Chairman of the Board of
Directors and Chief Executive Officer of American United Global Inc., a
telecommunications and software company ("AUGI") and since January 1, 1994,
solely as Chairman of the Board of Directors of AUGI. Mr. Rubin was formerly a
Director and Vice Chairman of the Board of Directors, and is a minority
stockholder of American Complex Care, Incorporated ("ACCI"). In April 1995, the
principal operating subsidiaries of ACCI petitioned in the Circuit Court of
Broward County, Florida for an assignment for the benefit of creditors. Mr.
Rubin is also a Director, Chairman of the Board of Directors and minority
stockholder of Universal Self Care, Inc., and Response USA, Inc. and a director
of Kay Kotts Associates, Inc. and Med-Emerg International, Inc., each of which
are public companies. Mr. Rubin was Chairman of the Board of Directors, Chief
Executive Officer and remains a Director and a principal stockholder of ERD
Waste Corp., which filed for bankruptcy protection in 1997. Mr. Rubin was the
founder, President, Chief Executive Officer and a Director of Superior Care,
Inc. ("SCI") from its inceptioni in 1976 until May 1986 and continued as a
Director of SCI (now known as Olsten Corporation ("Olsten")) until the latter
part of 1987. Olsten, a New York Stock Exchange listed company is engaged in
providing home care and institutional staffing services and health care
management services.

COMMITTEES OF THE BOARD

In July 1998, the Board of Directors formalized the creation of a
Compensation Committee, which is comprised of Blair Taylor, William J. Neill and
Declan French. The Compensation Committee has (i) full power and authority to
interpret the provisions of, and supervise the administration of, the Plan and
(ii) the authority to review all compensation matters relating to the Company.
The Compensation

Committee has not yet met and has not yet formulated compensation policies for
senior management and executive officers. However, it is anticipated that the
Compensation Committee will develop a company-wide program covering all
employees and that the goals of such program will be to attract, maintain, and
motivate the Company's employees. It is further anticipated that one of the
aspects of the program will be to link an employee's compensation to his or her
performance, and that the grant of stock options or other awards related to the
price of the Common Shares will be used in order to make an employee's
compensation consistent with shareholders' gains. It is expected that salaries
will be set competitively relative to the IT staffing industry and that
individual experience and performance will be considered in setting salaries.

In July, 1998, the Board of Directors also formalized the creation of an
Audit Committee, which is comprised of two or more directors of the Company
designated by a majority vote of the entire Board of Directors. A majority of
the Audit Committee are Directors who are not officers of the Company and who
are not and have not been employed by the Company or any affiliates thereof. The
Audit Committee currently consists of Lloyd Maclean, James Reddy and John Dunne
and is charged with reviewing the following matters and advising and consulting
with the entire Board of Directors with respect thereto: (i) the preparation of
the Company's annual financial statements in collaboration with the Company's
chartered accountants; (ii) annual review of the financial statements and annual
report of the Company; and (iii) all contracts between the Company and the
officers, directors and other affiliates thereof. The Audit Committee, like most
independent committees of public companies, does not have explicit authority to
veto any actions of the entire Board of Directors relating to the foregoing or
other matters; however, the Company's senior management, recognizing their own
fiduciary duty to the Company and its stockholders, is committed not to take any
action contrary to the recommendation of the Audit Committee in any matter
within the scope of its review.

OPERATIONS COMMITTEE

The Company has established an Operations Committee in order for the
Company's officers to exchange information on industry trends and promote "best
practices" among the offices. The head of each regional office and subsidiary
will serve on the Executive Committee. Currently, the Executive Operations
consists of Declan French, Lloyd Maclean, John A. Irwin, John R. Wilson and John
J. Silver.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Bylaws of the Company provide that the Company shall indemnify to the
fullest extent permitted by Canadian law directors and officers (and former
officers and directors) of the Company. Such indemnification includes all costs
and expenses and charges reasonably incurred in connection with the defense of
any civil, criminal or administrative action or proceeding to which such person
is made a party by reason of being or having been an officer or director of the
Company if such person was substantially successful on the merits in his or her
defense of the action and he or she acted honestly and in good faith with a view
to the best interests of the Company, and if a criminal or administrative action
that is enforced by a monetary penalty, such person had reasonable grounds to
believe his or her conduct was lawful.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
and the Underwriters pursuant to the foregoing provisions, or otherwise, the
Company has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses,
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person or by the Underwriters in connection
with the securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of

appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation
paid by the Company during each of the last three fiscal years to the Company's
Chief Executive Officer and to each of the Company's executive officers who
earned in excess of $100,000 during the year ended December 31, 1997.

SUMMARY COMPENSATION TABLE

YEAR/ OTHER
ENDED ANNUAL COM-
NAME AND PRINCIPAL POSITION DECEMBER COMPENSATION BONUS PENSATION
- ------------------------------------------------------------------- ----------- ------------- --------- -----------

Declan French...................................................... 1997 $ 104,275 -- $ 8,342
President, Chief Executive 1996 108,350 -- 8,668
Officer and Chairman of the 1995 5,001 -- 8,800
Board

John A. Irwin...................................................... 1997 139,034 -- 8,342
President-Systems 1996 -- -- --
1995 -- -- --

John R. Wilson..................................................... 1997 83,420 -- 20,855
President-ICS 1996 80,659 -- 10,113
1995 -- -- --

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with Declan French
whereby he will serve as the Company's Chairman of the Board, President and
Chief Executive Officer for a period of five years commencing on the effective
date of the Registration Statement of which this Prospects forms a part. Mr.
French shall be paid a base salary of $97,900 ($150,000 Cdn) and a bonus based
on a percentage of the Company's net income.

On May 19, 1998, in connection with the acquisition of ICS, the Company
entered into an employment agreement for John A. Irwin whereby he will serve as
President of ICS. The employment agreement is for a term of three years
commencing on January 1, 1998, the effective date of the acquisition of ICS. Mr.
Irwin receives a salary of $130,580 ($200,000 Canadian) plus a quarterly bonus
of 2% of all permanent placement service revenue and 2% of the gross profit all
contract services revenue.

In February 1998, in connection with the acquisition of Systems, the Company
entered into a three year employment agreement with John R. Wilson whereby he
will serve as President of Systems at a salary of $120,000 per year. The
agreement was effective as of January 2, 1997. Mr. Wilson receives a commission
of 10% of the permanent placement revenue of Systems. Additionally, he receives
$0.65 for every hour of contract services provided by IT Professionals placed by
Systems, provided that the gross margin on such hour exceeds $6.50. Pursuant to
the agreement, Mr. Wilson will have control of the day-to-day management of
Systems.

In August 1998, the Company entered into a one year employment with John J.
Silver whereby he will serve as a Senior Vice President. Mr. Silver is to be
paid an annual salary of $175,000 plus a bonus of 4% of the net income of the
Company's New York office. The agreement also requires the Company to grant Mr.
Silver 50,000 stock options exercisable at the initial public offering price.
The agreement is terminable by either party upon three months notice.

CONSULTING AGREEMENTS

In May 1998, the Company entered into a consulting agreement with Robert M.
Rubin, a director of the Company, pursuant to which Mr. Rubin will aid the
Company in structuring and negotiating acquisitions, strategic partnerships and
other expansion opportunities. In exchange for such services, Mr. Rubin has been
granted an option to purchase 200,000 Common Shares at a purchase price of $2.10
per share and a consulting fee of $80,000 per year. The consulting agreement is
for a term of five years. Mr. Rubin has agreed not to sell, transfer, assign,
hypothecate or otherwise dispose of the Common Shares issuable upon exercise of
the options for a period of two years after exercise without the consent of the
Company.

STOCK OPTION PLAN

The Plan will be administered by the Compensation Committee or the Board of
Directors, which will determine among other things, those individuals who shall
receive options, the time period during which the options may be partially or
fully exercised, the number of Common Shares issuable upon the exercise of the
options and the option exercise price.

The Plan is effective for a period for ten years, expiring in 2008. Options
to acquire 435,000 Common Shares may be granted to officers, directors,
consultants, key employees, advisors and similar parties who provide their
skills and expertise to the Company. The Plan is designed to enable management
to attract and retain qualified and competent directors, employees, consultants
and independent contractors. Options granted under the Plan may be exercisable
for up to ten years, generally require a minimum two year vesting period, and
shall be at an exercise price all as determined by the Board of directors
provided that, pursuant to the terms of the Underwriting Agreement between the
Company and the Underwriters, the exercise price of any options may not be less
than the fair market value of the Common Shares on the date of the grant.
Options are non-transferable, and are exercisable only by the participant (or by
his or her guardian or legal representative) during his or her lifetime or by
his or her legal representatives following death.

If a participant ceases affiliation with the Company by reason of death,
permanent disability or retirement at or after age 65, the option remains
exercisable for one year from such occurrence but not beyond the option's
expiration date. Other types of termination allow the participant 90 days to
exercise the option, except for termination for cause which results in immediate
termination of the option.

The Company has agreed with the Representative not to grant any options
under the Plan at less than 100% of the fair market value of the Common Shares
at the date of the grant of the option.

Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed by the Company become available again for issuance under
the Plan, subject to applicable securities regulation.

The Plan may be terminated or amended at any time by the Board of Directors,
except that the number of Common Shares reserved for issuance upon the exercise
of options granted under the Plan may not be increased without the consent of
the shareholders of the Company.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information, as of the date hereof,
and as adjusted to give effect to this offering and the transactions
contemplated thereby, with respect to the beneficial ownership of the Common
Shares by (i) each person known to the Company to beneficially own more than 5%
of the outstanding shares of Common Shares, (ii) each executive officer and
director of the Company and (iii) all executive officers and directors of the
Company as a group:

NUMBER OF SHARES OF PERCENTAGE
COMMON SHARES BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIALLY BEFORE AFTER
BENEFICIAL OWNER(1) OWNED OFFERING OFFERING
- --------------------------------------------------------------- ------------------- --------------------- -----------

Declan A. French(2)............................................ 1,021,126 60.9% 38.1%
John R. Wilson................................................. 130,914 7.8% 4.9%
John A. Irwin.................................................. 130,914 7.8% 4.9%
Lloyd Maclean (3).............................................. 113,459 6.8% 4.2%
Robert M. Rubin (4)............................................ 200,000 10.7% 6.9%
All Executive Officers and Directors as a Group (5 persons).... 1,596,413 85.0% 55.5%

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

(1) Unless otherwise indicated, the address is c/o IT Staffing Ltd., 55
University Avenue, Suite 505, Toronto, Ontario M5J 2H7.

(2) Includes 510,563 Common Shares owned by Christine French, the wife of Declan
French. Does not include 15,000 Common Shares owned by Patrick French, the
son of Mr. French, of which Mr. French disclaims beneficial ownership.

(3) Such Common Shares are owned by Globe Capital Corporation, an Ontario
corporation that is wholly owned by Lloyd Maclean.

(4) Consists of currently exercisable options to acquire 200,000 Common Shares
at an exercise price of $2.10 per share.

CERTAIN RELATIONS AND RELATED PARTY TRANSACTIONS

In April 1998, the Company acquired all the issued and outstanding Capital
Shock of SCI and SPSI from John R. Wilson for $170,417 and 130,914 Common
Shares. The acquisition was effective as of January 2, 1997. SPSI is inactive
but holds certain assets utilized by Systems in its operations. Mr. Wilson was
not affiliated with the Company prior to the acquisition.

On May 19, 1998, the Company completed the acquisition of all the issued and
outstanding Capital Shock of International Career Specialists, Ltd. ("ICS") for
$340,838 in cash and 130,914 shares of Common Shares from John A. Irwin. In
connection with the acquisition, ICS made a distribution to Mr. Irwin of certain
ICS assets that were not necessary for the operation of the business. The
transaction was effective as of January 1, 1998. Mr. Irwin was not affiliated
with the Company prior to the acquisition.

The Company, through ICS, leases its Scarborough office facility from
1242541 Ontario Ltd., a corporation owned by John A. Irwin, President of ICS,
and certain other ICS employees. The three year lease, which expires in May
2001, requires annual rental payments of $60,000, which the Company believes is
as least as favorable as could be obtained from a non-affiliated third party.

In May 1998, the Company entered into a consulting agreement with Robert M.
Rubin, a director of the Company, pursuant to which Mr. Rubin will aid the
Company in structuring and negotiating acquisitions, strategic partnerships and
other expansion opportunities. In exchange for such services, Mr. Rubin received
an option to purchase 200,000 Common Shares at a purchase price of $2.10 per
share and a consulting fee of $80,000 per year. The consulting agreement is for
a term of five years. Mr. Rubin has agreed not to sell, transfer, assign,
hypothecate or otherwise dispose of the Common Shares issuable upon exercise of
the options for a period of two years after exercise without the consent of the
Company.

All future transactions between the Company and its officers, directors or
5% Shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 2,677,875 Common
Shares outstanding (2,827,875 Common Shares outstanding if the Underwriters'
over-allotment option is exercised in full). Of these shares, the 1,000,000
Common Shares offered hereby (1,150,000 shares if the Underwriters' over-
allotment option is exercised in full) and 1,265,499 of the 1,677,875 Common
Shares outstanding immediately prior to the offering giving effect to the sale
of the Selling Shareholder Shares) will be freely tradeable commencing 90 days
after the effective date of the registration statement of which this prospectus
is a part, without further registration thereunder, subject to compliance with
the volume requirements, the holding period and other requirements of Rule 144.
All executive officers and directors of the Company, the holders of Common
Shares outstanding immediately prior to the offering, and all the option holders
under the Plan have agreed (i) not to publicly sell, or otherwise dispose of,
any Common Shares or Common Shares issuable upon exercise of options or warrants
for a period of 18 months from the date of this offering without the
Representative's prior written consent; and (ii) not to privately sell or
otherwise dispose of any such shares during such period unless the proposed
transferee agrees to be bound by such restrictions on transfer. The
Representative may, in its sole discretion and at any time without notice,
release all or any portion of the securities subject to the above described
restrictions on sale.

All of the 1,677,875 Common Shares outstanding prior to this offering are
"restricted securities" within the meaning of Rule 144 of the Securities Act
and, if held for at least one year, would be eligible for sale in the public
market in reliance upon, and in accordance with, the provisions of Rule 144
following the expiration of such one year period. As of December 31, 1997,
1,265,499 Common Shares had been held for at least one year. In general, under
Rule 144 as currently in effect, beginning 90 days after the date of this
Prospectus, a person or persons whose shares are aggregated, including a person
who may be deemed to be an "affiliate" of the Company, as the term is defined
under the Securities (an "Affiliate"), would be entitled to sell within any
three month period a number of shares beneficially owned for at least one year
that does not exceed the greater of (i) 1% of the then outstanding Common
Shares, or (ii) the average weekly trading volume in the Common Shares during
the four calendar weeks preceding such sale. Sales under Rule 144 are also
subject to certain requirements as to the manner of sale, notice and the
availability of current public information about the Company. However, a person
who is not deemed to have been an affiliate of the Company during the 90 days
preceding a sale by such person and who has beneficially owned Common Shares for
at least two years may immediately sell such shares without regard to the
volume, manner of sale or notice requirements of Rule 144.

Rule 701 under the Securities Act provides that the Common Shares acquired
on the exercise of options granted under a written compensatory plan of the
Company or contract with the Company prior to the date of this Prospectus may be
resold by persons, other than Affiliates, beginning 90 days after the date of
this Prospectus, subject only to the manner of sale provisions of Rule 144 and
by Affiliates under Rule 144 without compliance with its one-year minimum
holding period, subject to certain limitations. There are 435,000 Common Shares
issuable upon the exercise of options which may be granted under the Plan prior
to the date of this Prospectus (the "Option Shares"). Except as otherwise
provided above, beginning 90

days after the date of this Prospectus, the Option Shares, if any, would be
eligible for sale in reliance on Rule 701, subject to certain vesting
provisions.

Prior to this offering, there has been no public market for the Company's
securities. Following this offering, the Company cannot predict the effect, if
any, that sales of Common Shares pursuant to Rule 144 or otherwise, or the
availability of such shares of sale, will have on the market price prevailing
from time to time. Nevertheless, sales by the current shareholders of a
substantial number of Common Shares in the public market could materially
adversely affect prevailing market prices for the Common Shares. In addition,
the availability for sale of a substantial number of Common Shares acquired
through the exercise of the Representative's Warrants or the outstanding options
under the Plan could materially adversely affect prevailing market prices for
the Common Shares. See "Risk Factors--Shares Eligible for Future Sale."

DESCRIPTION OF SECURITIES

The total authorized capital stock of the Company consist of an unlimited
number of Common Shares, with no par value, and 1,000,000 preferred shares, with
no par value per share. The following descriptions contain all material terms
and features of the Securities of the Company and are qualified in all respects
by reference to the Articles of Incorporation and Bylaws of the Company, copies
of which are filed as Exhibits to the Registration Statement of which this
Prospectus is a part.

COMMON SHARES

The Company is authorized to issue an unlimited number of Common Shares, no
par value per share, of which as of the date of this Prospectus, 1,677,876
Common Shares are outstanding, not including the Shares offered herein. All
outstanding Common Shares are, and all Common Shares to be outstanding upon the
closing of this offering will be, validly authorized and issued, fully paid, and
non-assessable.

The holders of Common Shares are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders. Holders of Common
Shares are entitled to receive ratably dividneds as may be declared by the Board
of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Shares are entitled to share ratably in all assets remaining, if any, after
payment of liabilities. Holders of Common Shares have no preemptive rights and
have no rights to convert their Common Shares into any other securities.

Pursuant to the Business Corporation Act, Ontario ("BCA"), a shareholder of
an Ontario Corporation has the right to have the corporation pay the shareholder
the fair market value for his shares of the corporation in the event such
shareholder dissents to certain actions taken by the corporation, such as
amalgamation or the sale of all or substantially all of the assets of the
corporation and such shareholder follows the procedures set forth in the BCA.

PREFERRED SHARES

The Company's Articles of Incorporation authorize the issuance of up to
1,000,000 preferred shares with designations, rights and preferences determined
from time to time by its Board of Directors. Accordingly, the Company's Board of
Directors is empowered, without shareholder approval, to issue preferred shares
with dividend, liquidation, conversion, or other rights that could adversely
affect the rights of the holders of the Common Shares. Although the Company has
no present intention to issue any preferred shares, there can be no assurance
that it will not do so in the future.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Continental Stock
Transfer & Trust Company.

CERTAIN UNITED STATES AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

UNITED STATES

The following describes the principal United States federal income tax
consequences of the purchase, ownership and disposition of the Common Shares by
a shareholder, that is a citizen or resident of the United States or a United
States domestic corporation or that otherwise will be subject to United States
federal income tax (a "U.S. Holder"). This summary is based on the United States
Internal Revenue Code of 1986, as amended (the "Code"), administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations, changes to any of which subsequent to the date of this Prospectus
may affect the tax consequences described herein. This summary discusses only
the principal United States federal income tax consequences to those beneficial
owners holding the securities as capital assets within the meaning of Section
1221 of the Code and does not address the tax treatment of a beneficial owner
that owns 10% or more of the Common Shares. It is for general guidance only and
does not address the consequences applicable to certain specialized classes of
taxpayers such as certain financial institutions, insurance companies, dealers
in securities or foreign currencies, or United States persons whose functional
currency (as defined in Section 985 of the Code) is not the United States
dollar. Persons considering the purchase of these securities should consult
their tax advisors with regard to the application of the United States and other
income tax laws to their particular situations. In particular, a U.S. Holder
should consult his tax advisor with regard to the application of the United
States federal income tax laws to his situation.

A U.S. Holder generally will realize, to the extent of the Company's current
and accumulated earnings and profits, foreign source ordinary income on the
receipt of cash dividends, if any, on the Common Shares equal to the United
States dollar value of such dividends determined by reference to the exchange
rate in effect on the day they are received by the U.S. Holder (with the value
of such dividends computed before any reduction for any Canadian withholding
tax). U.S. Holders should consult their own tax advisors regarding the treatment
of foreign currency gain or loss, if any, on any dividends received which are
converted into United States dollars on a date subsequent to receipt. Subject to
the requirements and limitations imposed by the Code, a U.S. Holder may elect to
claim Canadian tax withheld or paid with respect to dividends on the Common
Shares as a foreign credit against the United States federal income tax
liability of such holder. Dividends on the Common Shares generally will
constitute "passive income" or, in the case of certain U.S. Holders, "financial
services income," for United States foreign tax credit purposes. U.S. Holders
who do not elect to claim any foreign tax credits may claim a deduction for
Canadian income tax withheld. Dividends paid on the Common Shares will not be
eligible for the dividends received deduction available in certain cases to
United States corporations.

Upon a sale or exchange of a Common Share, a U.S. Holder will recognize gain
or loss equal to the difference between the amount realized on such sale or
exchange and the tax basis of such Common Share.

Generally, any gain or loss recognized as a result of the foregoing will be
a capital gain or loss and will either be long-term or short-term depending upon
the period of time the Common Shares sold or exchanged, as the case may be, were
held.

THIS SUMMARY IS OF GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE INVESTOR AND NO
REPRESENTATION WITH RESPECT TO THE TAX CONSEQUENCES TO ANY PARTICULAR INVESTOR
IS MADE.

CANADA

The following is a summary of the principal Canadian federal income tax
considerations generally applicable to the acquisition, holding and disposition
of Common Shares purchased pursuant to this Prospectus by a holder (a "U.S.
holder") who, for the purposes of the INCOME TAX ACT (Canada) (the "ITA") and
the CANADA-UNITED STATES INCOME TAX CONVENTION (the "Convention"), as applicable
and at all relevant times, (i) is resident in the United States and not resident
in Canada, (ii) holds Common Shares as

capital property, (iii) does not have a "permanent establishment" or "fixed
base" in Canada (as defined in the Convention), and (iv) deals at arm's length
with the Company. Special rules, which are not discussed in this summary, may
apply to "financial institutions" (as defined in the ITA) and to non-resident
insurers carrying on an insurance business in Canada and elsewhere.

This summary is based on the current provisions of the ITA and the
regulations thereunder and the Convention, all specific proposals to amend the
ITA or the regulations thereunder announced by the Canadian Minister of Finance
prior to the date of this Prospectus and the current published administrative
practices of Revenue Canada. This summary does not otherwise take into account
or anticipate any changes in law or administrative practice nor does it take
into account income tax laws or considerations of any province or territory of
Canada or any jurisdiction other than Canada, which may differ from the federal
income tax consequences described herein. This summary is of a general nature
only and is not intended to be, and should not be interpreted as, legal or tax
advice to any particular purchaser of Common Shares.

DIVIDENDS

Under the ITA and the Convention, dividends paid or credited, or deemed to
be paid or credited, on the Common Shares to a U.S. holder who owns less than
10% of the Company's voting shares will be subject to Canadian withholding tax
at the rate of 15% of the gross amount of such dividends or deemed dividends.

Under the Convention, dividends paid or credited to certain religious,
scientific, charitable and similar tax exempt organizations and certain pension
organizations that are resident, and exempt from tax, in the United States and
that have complied with certain administrative procedures are exempt from this
Canadian withholding tax.

DISPOSITION OF COMMON SHARES

A capital gain realized by a U.S. holder on a disposition or deemed
disposition of Common Shares will not be subject to tax under the ITA unless
such Common Shares constitute taxable Canadian property within the meaning of
the ITA at the time of the disposition or deemed disposition. In general, the
Common Shares will not be "taxable Canadian property" to a U.S. holder unless
they are not listed on a prescribed stock exchange (which includes the Nasdaq
SmallCap Market) or at any time within the five year period immediately
preceding the disposition the U.S. holder, persons with whom the U.S. holder did
not deal at arm's length, or the U.S. holder together with such persons owned or
had an interest in or a right to acquire more than 25% of any class or series of
the Company's shares. A deemed disposition of Common Shares will arise on the
death of a U.S. holder.

If the Common Shares are taxable Canadian property to a U.S. holder, any
capital gain realized on a disposition or deemed disposition of such Common
Shares will generally be exempt from tax under the ITA by virtue of the
Convention if the value of the Common Shares at the time of the disposition or
deemed disposition is not derived principally from real property (as defined by
the Convention) situated in Canada. The Company is of the view that the Common
Shares do not now derive their value principally from real property situated in
Canada; however, the determination as to whether Canadian tax would be
applicable on a disposition or deemed disposition of Common Shares must be made
at the time of the disposition or deemed disposition.

INVESTMENT CANADA ACT

The Investment Canada Act, a Federal Canadian statute, regulates the
acquisition of control of existing Canadian businesses by any non-Canadian (as
that term is defined in the Investment Canada Act).

The Company is currently a Canadian (as that term is defined in the
Investment Canada Act). If a non-Canadian seeks to acquire control of the
Company, such acquisition will be subject to the Investment Canada Act. In
general, any transaction which is subject to the Investment Canada Act is a
reviewable transaction if the book value of the Company's assets, as set out in
its most recent financial statements, exceeds the applicable threshold. If the
potential acquiror is a WTO Investor, acquiring control of the Company would
only be reviewable if the book value of te Company assets exceeded Cdn$179
million. (This number is the threshold amount for 1998 and this amount is
increased each year by a factor equal to the increase in the rate of Canadian
inflation for the previous year). A WTO Investor is defined in the Investment
Canada Act as an investor ultimately controlled by nationals of World Trade
Organization member states, such as the United States of America.

If the book value of the Company's assets exceeds the applicable threshold
for review, the potential acquiror must file an application for review and
obtain the approval of the Minister of Industry before acquiring control of the
Company. In deciding whether to approve the reviewable transaction, the Minister
considers whether the investment "is likely to be of net benefit to Canada".
This determination is made on the basis of economic and policy criteria set out
in the Investment Canada Act.

The approval process begins with an initial review period of 45 days from
the date the completed application is received. However, the Minister of
Industry has authority to extend the review period unilaterally for 30 more
days. Any further extensions requires the potential acquiror's consent.

UNDERWRITING

Subject to the terms and conditions contained in the underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for which Strasbourger
Pearson Tulcin Wolff Incorporated is acting as Representative, has severally,
and not jointly, agreed, to purchase the number of Shares offered hereby set
forth opposite their respective names below.

NUMBER
NAME OF SHARES
- ----------------------------------------------------------------------------------------------------- ----------

Strasbourger Pearson Tulcin Wolff Incorporated.......................................................
Total................................................................................................ 1,000,000

A copy of the Underwriting Agreement has been filed as an exhibit to the
Registration Statement, to which reference is hereby made. The Underwriting
Agreement provides that the obligations of the Underwriters to purchase the
Shares is subject to certain conditions. The Underwriters shall be obligated to
purchase all of the Shares (other than those covered by the Underwriters'
over-allotment option described below), if any are purchased.

The Representative has advised the Company that the Underwriters propose to
offer the Shares to the public at the initial public offering price set forth on
the cover page of this Prospectus and that they may allow to certain dealers who
are members of the National Association of Securities Dealers, Inc. (the
"NASD"), and to certain foreign dealers, concessions not in excess of $
per Share, of which amount a sum not in excess of $ per Share may in
turn be reallowed by such dealers to other dealers who are members of the NASD
and to certain foreign dealers. After the commencement of this offering, the
offering price, the concession to selected dealers, and the reallowance to other
dealers may be changed by the Representative.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or will
contribute to payments the Underwriters may be required to make in respect
thereof.

The Company has agreed to pay to the Representative an expense allowance, on
a non-accountable basis, equal to 3% of the gross proceeds derived from the sale
of 1,000,000 Shares offered hereby (or 1,150,000 Shares if the Underwriters'
over-allotment option is exercised in full). The Company paid an advance on such
allowances in the amount of $75,000. The Company has also agreed to pay certain
of the Representative's expenses in connection with this offering, including
expenses in connection with qualifying the Shares offered hereby for sale under
the laws of such states as the Representative may designate and the placement of
tombstone advertisements.

In connection with this offering, the Company has granted the Representative
the right, for the three-year period commencing on the closing date of this
offering, to appoint an observer to attend all meetings of the Company's Board
of Directors. This designee has the right to notice of all meetings of the Board
of Directors and to receive reimbursement for all out-of-pocket expenses
incurred in attending such meetings. In addition, such designee will be entitled
to indemnification to the same extent as the Company's directors.

The Company has agreed to retain the Representative as financial consultants
for a period of two years to commence on the closing of this offering at an
aggregate fee of $150,000, $100,000 of which shall be payable at the closing of
this offering and the remainder of which shall be due on the first anniversary
of such closing. Pursuant to this agreement, the Representative shall provide
advisory services related to mergers and acquisitions activity, corporate
finance and other matters.

The Representative has advised the Company that the Underwriters do not
intend to confirm sales of the Shares offered hereby to any account over which
they exercise discretionary authority.

The Company, its officers, directors, and shareholders, as well as the
holders of options under the Plan, have agreed not to offer, assign, issue,
sell, hypothecate, or otherwise dispose of any Common Shares, securities of the
Company convertible into, or exercisable or exchangeable for, Common Shares, or
Common Shares received upon conversion, exercise, or exchange of such
securities, to the public without the prior written consent of the
Representative for a period of 18 months from the date of this Prospectus.

Prior to this offering, there has been no public trading market for the
Common Shares. The initial public offering price for the Shares will be
determined by arms-length negotiations between the Company and the
Representative and does not necessarily bear any relationship to the Company's
book value, assets, past operating results, financial condition, or other
established criteria of value. Among the factors to be considered in such
negotiations will be prevailing market conditions, the history and prospects for
the Company and the industry in which the Company competes, an assessment of the
Company's management, its capital structure, and such other factors deemed
relevant.

The Company has also granted to the Underwriters an option, exercisable
during the 45-day period commencing on the date of this Prospectus, to purchase
at the public offering price per share, less the underwriting discounts and
commissions, up to an aggregate of 150,000 Common Shares. To the extent such
option is exercised, each Underwriter will become obligated, subject to certain
conditions, to purchase additional Common Shares proportionate to such
Underwriter's initial commitment as indicated in the preceding table. The
Underwriters may exercise such right of purchase only for the purpose of
covering over-allotments, if any, made in connection with the sale of Shares.
Purchases of Common Shares upon exercise of the over-allotment option will
result in the realization of additional compensation by the Underwriters.

In connection with this offering, the Company has agreed to sell to the
Representative, individually and not as Representative of the several
Underwriters, at the price of $.001 per warrant, the Representative's Warrants
to purchase 100,000 Common Shares. The Representative's Warrants are exercisable
for a period of four years commencing one year from the date of this Prospectus
at an exercise price per share (the "Exercise Price") equal to 110% of the
public offering price per share. The Representative's Warrants may not be sold,
transferred, assigned, pledged, or hypothecated for a period of 12 months from
the date of the Prospectus, except to members of the selling group and to
officers and partners of the Representative and members of the selling group.
The Representative's Warrants contain anti-dilution provisions providing for
adjustments of the Exercise Price and number of shares issuable on exercise of
the Representative's Warrants, upon the occurrence of certain events, including
dividends, stock splits, and recapitalizations. The holders of the
Representative's Warrants have no voting, dividend, or other rights as
stockholders of the Company with respect to Common Shares underlying the
Representative's Warrants, unless the Representative's Warrants shall have been
exercised.

A new registration statement or post-effective amendment to the Registration
Statement will be required to be filed and declared effective before
distribution to the public of the Representative's Warrants and the Warrant
Shares. The Company has agreed, on one occasion during the period beginning one
year after the date of this Prospectus and ending four years thereafter, if
requested by the holders of a majority of the Representative's Warrants or
Warrant Shares, to make all necessary filings to permit a public offering of the
Representative's Warrants and Warrant Shares and to use its best efforts to
cause such filing to become effective under the Securities Act and to remain
effective for at least 12 months, at the Company's sole expense. Notwithstanding
the foregoing, the Company shall have no obligation to prepare and file such new
registration statement or post-effective amendment to the Registration Statement
if, within 20 days after it receives the request therefor, the Company or
insiders who own individually in excess of 2% of the Common Shares agree to
purchase the Representative's Warrants and/or the underlying securities from
such requesting holders at a price, in the case of the Representative's
Warrants, equal to the difference between the exercise price of the
Representative's Warrants and the current market price (as defined) of the
underlying securities. In addition, the Company has agreed to give advance
notice to holders of the Representative's Warrants and Warrant Shares of its
intention to file a registration

statement, and in such case, holders of the Representative's Warrants and the
Warrant Shares shall have the right to require the Company to include the
Warrant Shares in such registration statement at the Company's expense (subject
to certain limitations).

During and after this offering, the Underwriters may purchase and sell
Common Shares in the open market. These transactions may include over-allotment
and stabilizing transactions and purchases to cover syndicate short positions
created in connection with this offering. The Underwriters also may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Common Shares sold in this offering for their
account may be reclaimed by the syndicate if such shares are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Common Shares
which may be higher than the price that might otherwise affect the market price
of the Common Shares, which may be higher than the price that might otherwise
prevail in the open market. Neither the Company nor any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the Common
Shares. In addition, neither the Company nor any of the Underwriters makes any
representation that the Underwriters will engage in such transactions of that
such transactions, once commenced, will not be discontinued at any time.

The Company has granted the Representative, individually and not as the
Representative of the several Underwriters, a right of first refusal to act as
the Company's investment banker with respect to future financings or any merger,
acquisition, or disposition of assets of the Company for a period of two years
from the date of this Prospectus.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to a copy
of each such agreement which are filed as exhibits to the Registration
Statement. See "Additional Information."

LEGAL MATTERS

Certain legal matters relating to Canadian law, including the validity of
the issuance of the Common Shares offered hereby, will be passed upon for the
Company by McMillan Binch, Toronto, Ontario. Certain legal matters in connection
with the offering will be passed upon for the Company by its United States
counsel, Gersten, Savage, Kaplowitz & Fredericks, LLP, New York, New York.
Certain legal matters will be passed upon for the Underwriters by Brock
Silverstein McAuliffe LLC.

EXPERTS

The financial statements of the Company for each of the two fiscal years
ended December 31, 1996 and 1997, appearing in this Prospectus and Registration
Statement have been audited by Schwartz Levitsky Feldman, Chartered Accountants,
as set forth in their report thereon appearing elsewhere herein and in the
Registration Statement, and are included in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement under the
Act with respect to the Common Shares offered hereby. This Prospectus omits
certain information contained in the Registration Statement and the exhibits
thereto, and references are made to the Registration Statement and the exhibits
thereto for further information with respect to the Company and the Common
Shares offered hereby. Statements contained herein concerning the provisions of
any documents are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.
The Registration Statement, including exhibits and schedules filed therewith,
may be inspected without charge at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,

Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, Suite 1300, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Public Reference Section of
the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and its public reference facilities in New York, New York and
Chicago, Illinois upon payment of the prescribed fees. Electronic registration
statements filed through the Electronic Data Gathering, Analysis, and Retrieval
System are publicly available through the Commission's Web site
(http://www.sec.gov). Further information on public reference rooms available at
the Commission is available by contacting the Commission at 1-(800) SEC-0330.

IT STAFFING LTD.

CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT

TABLE OF CONTENTS

Report of Independent Auditors................................................................. F-2
Consolidated Balance Sheets.................................................................... F-3
Consolidated Statements of Income.............................................................. F-4
Consolidated Statements of Stockholders' Equity................................................ F-5
Consolidated Statements of Cash Flows.......................................................... F-6
Notes to Consolidated Financial Statements..................................................... F-7

SUPPLEMENTARY SCHEDULES

Consolidated Schedules of Expenses............................................................. F-15

INTERNATIONAL CAREER SPECIALISTS LTD.

FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT

(EXPRESSED IN U.S. DOLLARS)

TABLE OF CONTENTS

Independent Auditors' Report................................................................... F-17
Balance Sheets................................................................................. F-18
Statement of Income............................................................................ F-19
Statements of Cash Flows....................................................................... F-20
Statement of Stockholder's Equity.............................................................. F-21
Notes to Financial Statements.................................................................. F-22
Schedules of Expenses.......................................................................... F-26

SYSTEMSEARCH CONSULTING SERVICES INC.

FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)
YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT

(EXPRESSED IN U.S. DOLLARS)

TABLE OF CONTENTS

Independent Auditors' Report................................................................... F-28
Balance Sheets................................................................................. F-29
Statements of Income........................................................................... F-30
Statements of Stockholders' Equity............................................................. F-31
Statements of Cash Flows....................................................................... F-32
Notes to Financial Statements.................................................................. F-33

SUPPLEMENTARY INFORMATION
Schedules of Expenses.......................................................................... F-36

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
IT Staffing Ltd.

We have audited the accompanying consolidated balance sheets of IT Staffing
Ltd. (incorporated in Canada) as of December 31, 1997 and 1996 and the related
consolidated statements of income, cash flows and stockholders' equity for the
years ended December 31, 1997 and 1996. These consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
IT Staffing Ltd. as of December 31, 1997 and 1996 and the consolidated results
of its operations and its cash flows for the years ended December 31, 1997 and
1996, in conformity with generally accepted accounting principles in the United
States of America. Toronto, Ontario

July 27, 1998

Chartered Accountants

F-2

IT STAFFING LTD.

CONSOLIDATED BALANCE SHEET

AS AT DECEMBER 31 AND JUNE 30

(AMOUNTS EXPRESSED IN US DOLLARS)

JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

ASSETS

CURRENT ASSETS
Cash.................................................... 113,670 -- -- --
Accounts receivable (note 3)............................ 1,495,213 628,940 761,570 211,928
Prepaid expenses........................................ 106,208 33,256 7,981 4,352
----------- ----------- ------------ ------------
1,715,091 662,196 769,551 216,280
CAPITAL ASSETS (note 4)................................... 90,412 37,068 47,955 22,000
GOODWILL (note 5)......................................... 1,318,923 498,255 472,825 --
----------- ----------- ------------ ------------
3,124,426 1,197,519 1,290,331 238,280
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
LIABILITIES

CURRENT LIABILITIES
Bank indebtedness (note 6).............................. 78,366 52,824 210,137 117,653
Accounts payable........................................ 826,042 572,120 388,250 84,742
Income taxes payable.................................... 147,277 32,307 50,786 6,421
Note payable (note 7)................................... -- 217,313 104,858 --
Current portion of long-term debt (note 8).............. 87,648 8,693 13,049 7,296
Advances from stockholders.............................. -- 52,908 49,749 29,988
----------- ----------- ------------ ------------
1,139,333 718,852 816,829 246,099
LONG-TERM DEBT (note 8)................................... 414,484 26,802 21,671 4,864
----------- ----------- ------------ ------------
1,553,817 745,654 838,500 250,964
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

CAPITAL STOCK (note 9).................................... 1,248,368 328,327 328,327 4
CUMULATIVE TRANSLATION ADJUSTMENT......................... (72,818) (3,028) (18,133) 59
RETAINED EARNINGS (DEFICIENCY)............................ 395,059 126,566 141,637 (12,747)
----------- ----------- ------------ ------------
1,570,609 451,865 451,831 (12,684)
----------- ----------- ------------ ------------
3,124,426 1,197,519 1,290,331 238,280
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

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

APPROVED ON BEHALF OF THE BOARD

________________________Director

F-3

IT STAFFING LTD.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE PERIODS ENDED DECEMBER 31 AND JUNE 30

(AMOUNTS EXPRESSED IN US DOLLARS)

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

REVENUE
Contract services..................................... 4,048,620 1,679,385 3,729,703 295,980
Permanent placements.................................. 1,269,387 476,620 974,638 468,207
----------- ----------- ------------ ------------
5,318,007 2,156,005 4,704,341 764,187
COST OF CONTRACT SERVICES................................. 3,120,411 1,286,001 2,888,540 259,334
----------- ----------- ------------ ------------
GROSS PROFIT.............................................. 2,197,596 870,004 1,815,801 504,853
----------- ----------- ------------ ------------
EXPENSES
Selling............................................... 1,272,301 523,554 1,123,051 273,689
Administrative........................................ 419,036 131,284 315,855 158,944
Financial............................................. 117,837 58,365 176,390 36,665
----------- ----------- ------------ ------------
1,809,174 713,203 1,615,296 469,298
----------- ----------- ------------ ------------
INCOME BEFORE INCOME TAXES................................ 388,422 156,801 200,505 35,555
Income taxes.......................................... 135,000 17,488 46,121 5,353
----------- ----------- ------------ ------------
NET INCOME................................................ 253,422 139,313 154,384 30,202
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
NET INCOME PER WEIGHTED AVERAGE SHARE..................... 13 11 12 3
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (note
9)...................................................... 1,821,095 1,309,135 1,309,135 1,021,125
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

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

F-4

IT STAFFING LTD.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(AMOUNTS EXPRESSED IN US DOLLARS)

COMMON
STOCK RETAINED CUMULATIVE
NUMBER OF EARNINGS TRANSLATION
SHARES AMOUNTS (DEFICIT) ADJUSTMENTS
---------- ---------- --------- -----------

$ $ $

Balance as of December 31, 1995.................................. 780,000 4 (20,948) --

Foreign currency translation..................................... -- -- -- 59

Dividends paid................................................... -- -- (22,001) --

Net income for the year.......................................... -- -- 30,202 --
---------- ---------- --------- -----------

Balance as of December 31, 1996.................................. 780,000 4 (12,747) 59

Common shares issued............................................. 220,000 328,323 -- --

Foreign currency translation..................................... -- -- -- (3,087)

Net income for the period........................................ -- -- 139,313 --
---------- ---------- --------- -----------

Balance as of June 30, 1997...................................... 1,000,000 328,327 126,566 (3,028)

Foreign currency translation..................................... -- -- -- (15,105)

Net income for the period........................................ -- -- 15,071 --
---------- ---------- --------- -----------

Balance as of December 31, 1997.................................. 1,000,000 328,327 141,637 (18,133)

Common shares issued............................................. 281,667 1,100,041 -- --

Foreign currency translation..................................... -- -- -- (54,685)

Net income for the period........................................ -- -- 253,422 --
---------- ---------- --------- -----------

Balance as of June 30, 1998...................................... 1,281,667 1,248,368 395,059 (72,818)
---------- ---------- --------- -----------
---------- ---------- --------- -----------

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

F-5

IT STAFFING LTD.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED DECEMBER 31 AND JUNE 30

(AMOUNTS EXPRESSED IN US DOLLARS)

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Cash flows from operating activities:
Net income.............................................. 253,422 139,313 154,384 30,202
----------- ----------- ------------ ------------
Adjustments to reconcile net income to net cash (used
in) provided by operating activities:
Amortization.......................................... 9,832 4,567 16,968 5,037
Amortization of goodwill.............................. 31,060 -- 8,282 --
Decrease (increase) in accounts receivable............ (768,316) (421,017) (577,114) (211,535)
Decrease(increase) in prepaid expenses................ (100,432) (29,847) (4,672) (3,629)
Decrease (increase) in note payable................... (104,273) 218,603 108,350 --
Increase (decrease) in accounts payable............... 456,766 272,280 317,281 60,934
Decrease (increase) in income taxes payable........... (89,852) 26,087 46,121 6,454
----------- ----------- ------------ ------------
Total adjustments....................................... (385,511) 70,673 (84,784) (142,739)
----------- ----------- ------------ ------------
Net cash generated by operating activities.............. (132,089) 209,986 69,600 (112,537)
----------- ----------- ------------ ------------
Cash flows from investing activities:
Purchases of capital assets............................. (54,397) (19,883) (44,739) (25,830)
Incorporation costs..................................... -- 740 733 (744)
Acquisition of goodwill................................. (906,631) (501,214) (496,851) --
----------- ----------- ------------ ------------
Net cash used in investing activities................... (961,028) (520,357) (540,857) (26,574)
----------- ----------- ------------ ------------
Cash flows from financing activity:
Increase (decrease) in long-term debt................... 477,821 23,560 23,837 12,223
Proceeds from issuance of capital stock................. 909,752 327,905 325,051 --
Increase (decrease) in advances from shareholders....... (49,471) 23,272 21,716 30,142
Payment of dividends.................................... -- -- -- (22,001)
----------- ----------- ------------ ------------
1,338,102 374,737 370,604 20,364
----------- ----------- ------------ ------------
Effect of foreign currency exchange rate changes.......... (4,904) (4,186) 5,719 8,394
----------- ----------- ------------ ------------
Net increase (decrease) in cash and cash equivalents...... 240,081 60,180 (94,934) (110,353)
Cash and cash equivalents
-- Beginning of year.................................... (204,796) (109,862) (109,862) 491
----------- ----------- ------------ ------------
-- End of year.......................................... 35,285 (49,682) (204,796) (109,862)
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
Interest paid............................................. 50,434 17,257 42,153 8,762
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
Income taxes paid......................................... 34,721 -- 2,000 --
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

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

F-6

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

1. BASIS OF PRESENTATION

The consolidated financial statements for the six months ended June 30, 1998
and 1997 are unaudited. The interim results are not necessarily indicative of
the results for any future period. In the opinion of management, the data in the
consolidated financial statements reflects all adjustments necessary for a fair
presentation of the results of the interim periods disclosed. All adjustments
are of a normal and recurring nature.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. The earnings of the subsidiaries are
included from the date of acquisition. All significant inter-company
accounts have been eliminated.

b) Principal Business Activity

IT Staffing is an information technology staffing company, which along
with its subsidiaries System Search Consulting Services Inc. and
International Career Specialists Ltd., specialize in placing information
technology personnel on both a contract and permanent basis

System Search Consultants Inc. was purchased by IT Staffing Ltd. in a
transaction effective January 2, 1997. The acquisition was accounted for
using the purchase method.

International Career Specialists Ltd. was purchased by IT Staffing Ltd.
in a transaction effective January 1, 1998. The acquisition was accounted
for using the purchase method.

c) Bank indebtedness and Cash Equivalents

Bank indebtedness and cash equivalents include cash on hand, amounts due
to banks, and any other highly liquid investments purchased with a
maturity of three months or less. The carrying amount approximates fair
value because of the short maturity of those instruments.

d) Other Financial Instruments

The carrying amount of the company's other financial instruments
approximate fair value because of the short maturity of these instruments
or the current nature of interest rates borne by these instruments.

e) Long-term Financial Instruments

The fair value of each of the company's long-term financial assets and
debt instruments is based on the amount of future cash flows associated
with each instrument discounted using an estimate of what the company's
current borrowing rate for similar instruments of comparable maturity
would be.

f) Capital Assets

Property and equipment are recorded at cost and are depreciated on the
declining balance basis over their estimated useful lives.

F-7

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
g) Revenue

Revenue from contract placements is recognized as services are performed.
Revenue from permanent placements is recognized upon commencement of
employment.

h) Goodwill

Goodwill representing the cost in excess of the fair value of net assets
acquired related to the acquisitions of System Search Consulting Services
Inc. and International Career Specialists Ltd. is being amortized on a
straight-line basis over a thirty year period. The Company calculates the
recoverability of goodwill on a quarterly basis by reference to estimated
undiscounted future cash flows.

i) Foreign Currency Translation

The translation of the consolidated financial statements from Canadian
dollars ("CDN $") into United States dollars is performed for the
convenience of the reader. Balance sheet accounts are translated using
closing exchange rates in effect at the balance sheet date and income and
expense accounts are translated using an average exchange rate prevailing
during each reporting period. No representation is made that the Canadian
dollar amounts could have been, or could be, converted into United States
dollars at the rates on the respective dates or at any other rates.
Adjustments resulting from the translation are included in the cumulative
translation adjustments in stockholders' equity.

j) Use of Estimates

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

3. ACCOUNTS RECEIVABLE

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Accounts receivable....................................... 1,529,278 591,532 778,334 197,894
Less: Allowance for doubtful accounts..................... 34,065 -- 36,117 --
----------- ----------- ------------ ------------
Accounts receivable, net.................................. 1,495,213 591,532 742,217 197,894
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

F-8

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

4. CAPITAL ASSETS

DECEMBER 31, 1997 DECEMBER 31,
----------------------------------- 1996
ACCUMULATED -------------
COST AMORTIZATION NET NET
--------- ------------- --------- -------------

$ $ $ $
Furniture and equipment.......................................... 40,565 16,000 24,565 14,084
Computer equipment............................................... 25,477 9,078 16,399 7,175
Computer software................................................ 13,982 6,991 6,991 --
Incorporation costs.............................................. 710 710 -- 741
--------- ------ --------- ------
80,734 32,779 47,955 22,000

SIX MONTHS ENDED YEARS ENDED
------------------------ ----------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------- -------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Furniture and equipment................................... 99,704 39,146 60,559 25,894
Computer equipment........................................ 38,511 21,160 17,351 10,806
Computer software......................................... 13,626 10,219 3,406 --
Incorporation costs....................................... 692 692 -- 368
Automobile................................................ 18,105 9,009 9,096 --
----------- ----------- ------ ------
170,638 80,226 90,412 37,068
----------- ----------- ------ ------
----------- ----------- ------ ------

Amortization for the period ended June 30, 1998 amounted to $9,832 ; ($4,567
for the six months ended in June 1997).

5. GOODWILL

Goodwill is the excess of cost over the value of assets acquired over
liabilities assumed.

SIX MONTHS ENDED YEARS ENDED
------------------------ -------------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ -----------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Cost...................................................... 1,358,264 468,620 469,091 --
Accumulated amortization.................................. 39,341 -- 8,282 --
--
----------- ----------- ------------
Net....................................................... 1,318,923 468,620 460,809
--
--
----------- ----------- ------------
----------- ----------- ------------
Amortization for the period............................... 31,059 -- 8,282 --
--
--
----------- ----------- ------------
----------- ----------- ------------

F-9

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

6. BANK INDEBTEDNESS AND LINE OF CREDIT

The companies have available a line of credit to a maximum of $500,000,
which bears interest at Canadian prime plus 2.1% per annum and is secured by a
general assignment of book debts, a general security agreement and guarantees
and postponements of claims by various affiliated companies.

7. NOTES PAYABLE

Notes payable are represented by $104,858 ($108,657 in June 1997) of notes
payable in conjunction with the acquisition of Systems Search Consulting Ltd. A
second note for $108,656 was outstanding June 1997 representing a short-term
bank advance made against the companies' line of credit.

8. LONG-TERM DEBT

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Included therein
a) A BDC loan, secured by a general security agreement,
with a carrying value of $272,517, payable in 1 payment
of $4,529 on September 23, 1998 and 59 equal monthly
payments of $4542 commencing thereafter, plus interest
of prime plus 4% per annum. Currently the interest rate
is 12.4%. In addition IT Staffing Ltd. shall pay
interest monthly by way of a royalty of 0.0436% per
annum of IT Staffing Ltd.'s projected annual gross
sales.................................................. 272,517 -- -- --
----------- ----------- ------------ ------------
Balance forward........................................... 272,517 -- -- --
----------- ----------- ------------ ------------
a) Balance forward........................................ 272,517 -- -- --

A BDC loan, secured by a general security agreement,
with a carrying value of $204,388 payable in 60 monthly
payments of $3,406 plus interest of prime plus 4% per
annum. Currently, the interest rate is 12.5%. In
addition IT Staffing Ltd. shall pay interest monthly by
way of royalty of 0.0198% per annum of its projected
gross annual sales...................................... 204,388 -- -- --

Bank loan secured by a general security agreement, with
a carrying value of $24,941 payable in 37 remaining
monthly payments of $722 plus interest of prime plus 5%,
per annum. Currently, the interest rate is 13.5%........ 24,941 35,495 28,974 --

F-10

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

8. LONG-TERM DEBT (CONTINUED)

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------
$ $ $ $
(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

A National Bank of Canada non-revolving, demand loan
currently with no outstanding balance. Payments were
made on a monthly basis in the amount of $608 for 24
months, at a rate of prime plus 2% per annum............ -- -- 5,746 11,355
----------- ----------- ------------ ------------

501,846 35,495 34,720 11,355

Less: Current portion................................... 87,648 8,693 13,049 6,813
----------- ----------- ------------ ------------

414,198 26,802 21,671 4,542
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

b) Future principal payments consist of the following as of June 30, 1998:

June 30, 1999..................................................... $ 87,915
June 30, 2000..................................................... 103,471
June 30, 2001..................................................... 103,471
June 30, 2002..................................................... 95,975
June 30, 2003..................................................... 95,383
September 23, 2003................................................ 15,631
---------
$ 501,846

c) Interest expense with respect to the long-term debt amounted to $21,135
for the six months ended June 30, 1998 ($18,104 for the six months ended
in June 1997) and $62,691 in December 1997 ($7,910 in 1996).

F-11

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

9. CAPITAL STOCK

Authorized

An unlimited number of common shares

Issued

SHARES $
--------- ---------

June 30, 1998.......................................... 1,281,667 1,248,368
June 30, 1997.......................................... 1,000,000 328,327
December 31, 1997...................................... 1,000,000 328,327
December 31, 1996...................................... 780,000 4

On January 2, 1997 220,000 shares were issued in conjunction with the
acquisition of System Search Consulting Services Inc. with a carrying value of
$291,843

On January 1, 1998 100,000 shares were issued in conjunction with the
acquisition of International Career Specialists Ltd. with a carrying value of
$349,528.

A private placement of 150,000 shares was completed in March 1998 yielding
proceeds of $423,639.

A second private placement of 65,000 shares was completed in April 1998
yielding proceeds of $216,814

The company redeemed 33,333 shares for $69,940 in April 1998.

The company has outstanding stock options issued in conjunction with its
long-term financing arrangements for 16,900 shares and additional options issued
in conjunction with its purchase of the wholly owned subsidiaries for 200,000
shares.

Subsequent to the period ending June 1998, the company split its stock. The
result of the split converted the outstanding shares from 1,281,667 to 1,667,875
shares. Stock options were split from 216,900 shares to 222,124 shares.

The fully diluted shares outstanding after the effect of the stock split is
1,900,000 shares .

Weighted average number of shares outstanding is calculated on a fully
diluted basis after giving effect to the stock split.

10. TRANSACTIONS WITH RELATED COMPANIES

Prior to IT Staffing Ltd. Purchasing shares of International Career
Specialists Ltd. on January 1, 1998, the company rented premises from
International Career Specialists Ltd. The land and building were disposed of as
part of the purchase price.

F-12

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

11. LEASE COMMITMENTS

a) Minimum payments under operating leases for premises occupied by the
company and its subsidiaries in Toronto and New York, exclusive of most
operating costs and realty taxes, for the fiscal year end of December 31 for the
next five years are as follows:

1998.............................................................. $ 117,849
1999.............................................................. 95,734
2000.............................................................. 95,734
2001.............................................................. 71,888
2002.............................................................. 55,855
---------
$ 437,060
---------
---------

b) Minimum payments under other operating leases for the fiscal year end
December 31 until expiry are as follows:

1998.............................................................. $ 53,158
1999.............................................................. 32,916
2000.............................................................. 16,011
2001.............................................................. 4,242
2002.............................................................. 3,181
---------
$ 109,508
---------
---------

12. SALES BY GEOGRAPHIC AREA

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Canada.................................................... 5,279,437 2,156 4,503,642 764,187
United States of America.................................. 38,570 -- 200,699 --
----------- ----------- ------------ ------------
5,318,007 2,156,005 4,704,341 764,187
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

F-13

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

12. SALES BY GEOGRAPHIC AREA (CONTINUED)
b) Net Income by Geographic Area The company's accounting records do not readily
provide information on net income by geographic
area. Management is of the opinion that the
proportion of net income based principally on
sales, presented below, would fairly present
the results of operations by geographic area.

SIX MONTHS ENDED YEARS ENDED
------------------------ ---------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ -------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

Canada.................................................... 226,765 139,313 147,798 30,202
United States of America.................................. 1,657 -- 6,586 --
----------- ----------- ------------ ------
228,422 139,313 154,384 30,202
----------- ----------- ------------ ------
----------- ----------- ------------ ------

c) Identifiable Assets by Geographic Area All identifiable assets were located
in Canada for 1998, 1997 and 1996.

13. SALES TO MAJOR CUSTOMERS

The consolidated entity had the following sales to major customers:

June 1998--none

June 1997--none

December 1997
Bank of Montreal........................................................... $ 674,426 14%
SHL Systemhouse............................................................ $ 511,951 11%

December 1996
Bank of Montreal........................................................... $ 176,972 23%
Inco Limited............................................................... $ 77,119 10%

There were no significant purchases from major suppliers

14. SUBSEQUENT EVENTS

The company has entered into a Letter of Intent with an underwriting firm
and is proceeding to complete an Initial Public Offering of 1,000,000 shares of
common stock for net proceeds to the company of $4,500,000. Upon successful
completion of the offering the company will apply to have its stock listed on
NASDAQ.

F-14

IT STAFFING LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996
(AMOUNTS EXPRESSED IN US DOLLARS)

15. COMPARATIVE FIGURES

Certain figures in the 1997 financial statements have been reclassified to
conform with the basis of presentation used in 1998.

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1)

SELLING
Commissions............................................. 1,106,795 459,928 954,915 190,551
Advertising and promotion............................... 126,593 54,702 144,455 67,589
Automobile and travel................................... 38,913 8,924 23,681 15,549
----------- ----------- ------------ ------------
1,272,301 523,554 1,123,051 273,689
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

ADMINISTRATIVE
Office and salaries and benefits........................ 135,428 43,707 96,132 56,288
Rent.................................................... 89,382 35,630 66,261 33,599
Management salaries and fees............................ 75,454 -- -- --
Telephone............................................... 39,227 14,660 40,011 16,034
Office and general...................................... 25,540 20,866 60,898 35,001
Taxes and licenses...................................... 6,915 6,458 15,066 5,326
Insurance............................................... 5,201 4,193 8,751 6,897
Repairs and maintenance................................. 998 463 3,486 762
Incorporation costs..................................... -- 740 -- --
Amortization of goodwill................................ 31,059 -- 8,282 --
Amortization............................................ 9,832 4,567 16,968 5,037
----------- ----------- ------------ ------------
419,036 131,284 315,855 158,944
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

FINANCIAL
Equipment rental........................................ 46,268 22,059 50,796 22,932
Bad debts............................................... -- -- 36,117 --
Interest and bank charges............................... 50,434 17,257 42,153 8,762
Professional fees....................................... 21,135 19,049 47,324 4,971
----------- ----------- ------------ ------------
117,837 58,365 176,390 36,665
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

F-15

INTERNATIONAL CAREER SPECIALISTS LTD.

FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT

(EXPRESSED IN U.S. DOLLARS)

F-16

INTERNATIONAL CAREER SPECIALISTS LTD.

FINANCIAL STATEMENTS (CONTINUED)

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996
TOGETHER WITH INDEPENDENT AUDITORS' REPORT

(EXPRESSED IN U.S. DOLLARS)

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
International Career Specialists Ltd.

We have audited the balance sheets of International Career Specialists Ltd.
(incorporated in Canada) as at December 31, 1997 and 1996 and the related
statements of income, cash flows and stockholders' equity for the years ended
December 31, 1997 and 1996. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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 consolidated 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.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the International Career Specialists Ltd. as
at December 31, 1997 and 1996 and the results of its operations and its cash
flows for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles in the United States of America.

Toronto, Ontario
July 27, 1998

Chartered Accountants

F-17

INTERNATIONAL CAREER SPECIALISTS LTD.

BALANCE SHEET

AS AT DECEMBER 31 AND JUNE 30

(EXPRESSED IN US DOLLARS)

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)

ASSETS

CURRENT ASSETS
Bank.......................................................... 57,078 33,322 161,839 76,220
Accounts receivable........................................... 506,092 297,335 426,121 174,243
Short-term investments (note 2)............................... -- 73,176 47,135 32,773
Loan receivable--parent company............................... 61,317 -- -- --
Due from shareholder.......................................... -- -- -- 43,702
----------- ----------- ------------ ------------
624,487 403,833 635,095 326,938

CAPITAL ASSETS (note 3)......................................... 32,126 33,722 151,844 34,132

INVESTMENT IN RELATED COMPANY................................... -- 55,491 61,167 --
----------- ----------- ------------ ------------
656,613 493,046 848,106 361,070
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------
LIABILITIES

CURRENT LIABILITIES
Accounts payable.............................................. 468,437 271,683 505,446 235,093
Accrued wages................................................. -- 144,150 209,018 65,665
Income taxes payable.......................................... 122,781 (4,491) 3,845 (1,016)
Advances from shareholder..................................... -- -- 34,228 --
----------- ----------- ------------ ------------
591,218 411,342 752,537 299,742
----------- ----------- ------------ ------------

STOCKHOLDERS' EQUITY

CAPITAL STOCK (note 4).......................................... 1 1 1 1
CUMULATIVE TRANSLATION ADJUSTMENT............................... (5,955) (861) (4,093) (298)
RETAINED EARNINGS............................................... 71,349 82,564 99,661 61,625
----------- ----------- ------------ ------------
65,395 81,704 95,569 61,328
----------- ----------- ------------ ------------
656,613 493,046 848,106 361,070
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

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

APPROVED ON BEHALF OF THE BOARD

________________________Director

F-18

INTERNATIONAL CAREER SPECIALISTS LTD

STATEMENT OF INCOME

FOR THE YEARS ENDED DECEMBER 31 AND SIX MONTHS ENDED JUNE 30

(EXPRESSED IN US DOLLARS)

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)

REVENUE
Contract sales........................................ 1,746,436 914,302 2,275,859 999,680
Permanent sales....................................... 685,558 581,927 1,382,934 716,134
----------- ----------- ------------ ------------
2,431,994 1,496,229 3,658,793 1,715,814
Contractor fees....................................... 1,262,483 699,339 1,736,037 786,245
----------- ----------- ------------ ------------
GROSS PROFIT.............................................. 1,169,511 796,890 1,922,756 929,569
Other income.......................................... 6,729 4,476 2,665 11,332
----------- ----------- ------------ ------------
1,176,240 801,366 1,925,421 940,901
----------- ----------- ------------ ------------
EXPENSES
Administrative........................................ 156,302 289,866 503,627 234,440
Selling............................................... 578,989 489,551 1,356,978 689,834
Financial............................................. (7,681) 1,010 15,946 2,204
----------- ----------- ------------ ------------
727,610 780,427 1,876,551 926,478
----------- ----------- ------------ ------------
EARNINGS BEFORE INCOME TAXES.............................. 448,630 20,939 48,870 14,423
Income taxes.......................................... 160,000 -- 10,834 6,679
----------- ----------- ------------ ------------
NET EARNINGS.............................................. 288,630 20,939 38,036 7,744
----------- ----------- ------------ ------------
----------- ----------- ------------ ------------

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

F-19

INTERNATIONAL CAREER SPECIALISTS LTD.

STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED DECEMBER 31 AND SIX MONTHS JUNE 30

(EXPRESSED IN US DOLLARS)

SIX MONTHS ENDED YEARS ENDED
------------------------ --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
----------- ----------- ------------ ------------

$ $ $ $

(UNAUDITED) (UNAUDITED)

Cash flows from operating activities:
Net income.............................................. 288,630 20,939 38,036 7,744
----------- ----------- ------------ ------------
Adjustments to reconcile net income to net cash (used
in) provided by operating activities:
Amortization.......................................... 2,714 7,136 15,933 8,264
Decrease (increase) in accounts receivable............ (92,648) (125,081) (267,804) (106,202)
Decrease (increase) in short-term investments......... 46,872 (40,879) (16,258) 2,553
Decrease (increase) due from shareholder.............. (34,037) -- 35,358 --
Increase (decrease) in advances from shareholders..... -- 43,646 43,266 (36,805)
Increase (decrease) in accounts payable............... (24,656) 38,502 289,526 193,767
Increase (decrease) in accrued wages.................. (207,851) 79,426 150,968 66,002
Decrease (increase) in income taxes payable........... 121,456 (3,503) 4,979 (936)
----------- ----------- ------------ ------------
Total adjustments....................................... (188,150) (753) 253,978 126,643
----------- ----------- ------------ ------------
Net cash generated by operating activities.............. 100,480 20,186 294,014 134,387
----------- ----------- ------------ ------------
Cash flows from investing activities:
Purchases of capital assets............................. -- (6,969) (139,041) (25,590)
Disposal of capital assets.............................. 115,502 -- -- --
----------- ----------- ------------ ------------
Net cash used in investing activities................... 115,502 (6,969) (139,041) (25,590)
----------- ----------- ------------ ------------
Cash flows from financing activities:
Decrease (increase) in investment in related company.... 60,826 (55,820) (63,204) --
Decrease (increase) in loan to parent company........... (62,564) -- -- --
Payment of dividends.................................... (316,942) -- -- --
----------- ----------- ------------ ------------
(318,679) (55,820) (63,204) --
----------- ----------- ------------ ------------
Effect of foreign currency exchange rate changes.......... (2,064) (295) (6,150) (391)
----------- ----------- ------------ ------------
Net increase (decrease) in cash and cash equivalents...... (104,761) (42,898) 85,619 108,406
Cash and cash equivalents
-- Beginning of year.................................... 161,839 76,220 76,220 (32,186)
----------- ----------- ------------ ------------
57,078 33,322 161,839 76,220

F-20

INTERNATIONAL CAREER SPECIALISTS LTD.

STATEMENT OF STOCKHOLDERS" EQUITY

(AMOUNTS EXPRESSED IN US DOLLARS)

COMMON
STOCK CUMULATIVE
NUMBER OF RETAINED TRANSLATION
SHARES AMOUNTS EARNINGS ADJUSTMENTS
---------- ---------- ---------- -------------

$ $ $

Balance as of December 31, 1995................................ 2 1 53,881 --

Foreign currency translation................................... -- -- -- (298)

Net income for the year........................................ -- -- 7,744 --
---------- ---------- ---------- ------

Balance as of December 31, 1996................................ 2 1 61,625 (298)

Foreign currency translation................................... -- -- -- (563)

Net income for the period...................................... -- -- 20,939 --
---------- ---------- ---------- ------

Balance as of June 30, 1997.................................... 2 1 82,564 (861)

Foreign currency translation................................... -- -- -- (3,232)

Net income for the period...................................... -- -- 17,097 --
---------- ---------- ---------- ------

Balance as of December 31, 1997................................ 2 1 99,661 (4,093)

Foreign currency translation................................... -- -- -- (1,862)

Dividends paid (note 6)........................................ -- -- (316,942) --

Net income for the period...................................... -- -- 288,630 --
---------- ---------- ---------- ------

Balance as of June 30, 1998.................................... 2 1 71,349 (5,955)
---------- ---------- ---------- ------
---------- ---------- ---------- ------

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

F-21

INTERNATIONAL CAREER SPECIALISTS LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31 AND JUNE 30

(EXPRESSED IN U.S. DOLLARS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The financial statements for the six-month ended June 30, 1998 and 1997 are
unaudited. The interim results are not necessarily indicative of the results for
any future period. In the opinion of management, the data in the financial
statements reflects all adjustments necessary for a fair presentation of the
results of the interim periods disclosed. All adjustments are of normal and
recurring nature.

b) Business Operations

International Career Specialists is an information technology staffing
company specializing in placing high technology personnel on both a contract and
permanent basis.

c) Bank indebtedness and Cash Equivalents

Bank indebtedness and cash equivalents include cash on hand, amounts due to
banks, and any other highly liquid investments purchased with a maturity of
three months or less. The carrying amount approximates fair value because of the
short maturity of those instruments.

d) Other Financial Instruments

The carrying amount of the company's other financial instruments approximate
fair value because of the short maturity of these instruments or the current
nature of interest rates borne by these instruments.

e) Short-term Investments

The company's marketable securities are in equity investments. Short-term
investments are carried at fair market value.

f) Revenue Recognition

Revenue from contract placements is recognized as services are performed.
Revenue from permanent placements are recognized upon commencement of
employment.

g) Capital Assets

Capital assets are recorded at cost and are amortized at the undernoted
rates and methods:

Declining
Automobile 20% balance
Declining
Office equipment 20% balance
Declining
Computer 30% balance
Leasehold improvements 5 years Straight-line
Declining
Building--U.S. office 5% balance
Office equipment--U.S. Declining
office 20% balance

Amortization of assets acquired during the year is recorded at one-half of
the normal rates.

F-22

INTERNATIONAL CAREER SPECIALISTS LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31 AND JUNE 30

(EXPRESSED IN U.S. DOLLARS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
h) Foreign Currency Translation

The translation of the financial statements from Canadian dollars ("CDN$")
into United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in effect at
the balance sheet date and income and expense accounts are translated using an
average exchange rate prevailing during each reporting period. No representation
is made that the Canadian dollar amounts could have been, or could be, converted
into United States dollars at the rates on the respective dates or at any other
rates. Adjustments resulting from the translation are including in the
cumulative translation adjustments in stockholders's equity.

i) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts of assets and liabilities and disclosures 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.

2. SHORT-TERM INVESTMENTS

Short-term investments consist of:

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ----------- -----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

Marketable securities....................... -- 73,176 47,135 32,773
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------

3. CAPITAL ASSETS

DECEMBER 31,
1997 DECEMBER 31,
----------------------------------- 1996
ACCUMULATED -------------
COST AMORTIZATION NET NET
--------- ------------- --------- -------------

$ $ $ $
Land--US................................... 24,467 -- 24,467 --
Building--US............................... 85,984 2,150 83,834 --
Office equipment--US....................... 5,276 514 4,762 --
Vehicles................................... 18,577 7,597 10,980 16,372
Office equipment........................... 39,482 16,229 23,253 8,905
Computer................................... 14,038 9,490 4,548 5,080
Leasehold improvements..................... 5,692 5,692 -- 3,776
--------- ------ --------- ------
193,516 41,672 151,844 34,132
--------- ------ --------- ------
--------- ------ --------- ------

F-23

INTERNATIONAL CAREER SPECIALISTS LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31 AND JUNE 30

(EXPRESSED IN U.S. DOLLARS)

3. CAPITAL ASSETS (CONTINUED)
Amortization for the year amounted to $15,933 ($8,264 in 1996).

JUNE 30,
1998 JUNE 30,
----------------------------------- 1997
ACCUMULATED -----------
COST AMORTIZATION NET NET
--------- ------------- --------- -----------

$ $ $ $
Vehicles.......................................... 17,890 9,009 8,881 13,317
Office equipment.................................. 37,721 18,029 19,692 13,104
Computer.......................................... 13,467 9,914 3,553 4,732
Leasehold improvements............................ -- -- -- 2,569
--------- ------ --------- -----------
69,078 36,952 32,126 33,722
--------- ------ --------- -----------
--------- ------ --------- -----------

Amortization for the six months ended June 30, 1998 amounted to $2,714
($7,136 for the six months ended June 1997).

4. CAPITAL STOCK

Authorized

10,000 Preferred shares, 10% non-cumulative, non-participating, non-voting, redeemable
at par value of $7.30 each ($10 Canadian)

25,000 Common shares, no par value

1997 1998
----- -----
$ $

Issued
2 Common shares............................................... 1 1
- -
- -

5. DISTRIBUTION OF ASSETS--DIVIDENDS

On January 1, 1998, the company paid a dividend in kind to its shareholder
distributing assets as follows:

Short-term investments (at market value).......................... $ 53,464
Investment in 1242541 Ontario Inc................................. 73,686
Land--Building U.S................................................ 109,834
Vehicle........................................................... 10,443
Cash.............................................................. 69,515
---------
$ 316,942
---------
---------

F-24

INTERNATIONAL CAREER SPECIALISTS LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31 AND JUNE 30

(EXPRESSED IN U.S. DOLLARS)

6. LEASE COMMITMENTS

Minimum payments under an operating lease for premises, inclusive of all
operating costs, hydro, basic insurance, utilities and property taxes for which
the company is responsible, for the fiscal year end, is as follows until expiry:

1998............................................................... $ 40,878
1999............................................................... 40,878
2000............................................................... 40,878
2001............................................................... 17,032

F-25

INTERNATIONAL CAREER SPECIALISTS LTD

SCHEDULE OF EXPENSES

FOR THE YEARS ENDED DECEMBER 31 AND SIX MONTHS ENDED JUNE 30

(EXPRESSED IN US DOLLARS)

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ---------- -----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

ADMINISTRATIVE
Management salaries and fees.............................. 75,454 225,123 366,225 139,338
Office salaries and benefits.............................. 36,107 22,962 47,055 33,574
Rent...................................................... 20,896 20,218 43,688 35,066
Telephone................................................. 11,029 6,731 14,486 11,118
Office and general........................................ 10,102 7,696 16,240 7,080
Amortization.............................................. 2,714 7,136 15,933 8,264
----------- ----------- ---------- -----------
156,302 289,866 503,627 234,440
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
SELLING
Commission................................................ 562,790 477,304 1,323,007 659,090
Advertising and promotion................................. 10,182 8,470 22,235 17,650
Automobile and travel..................................... 6,017 3,777 11,736 13,094
----------- ----------- ---------- -----------
578,989 489,551 1,356,978 689,834
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
FINANCIAL
Professional fees......................................... (8,140) 847 15,596 1,868
Interest and bank charges................................. 459 163 350 336
----------- ----------- ---------- -----------
(7,681) 1,010 15,946 2,204
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------

F-26

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Systemsearch Consulting Services Inc.

We have audited the balance sheets of Systemsearch Consulting Services Inc.
(incorporated in Canada) as at December 31, 1997 and 1996 and the statements of
income, stockholders' equity and cash flows for the years ended December 31,
1997 and 1996. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Systemsearch Consulting Services Ltd. as
at December 31, 1997 and 1996 and the results of its operations and its cash
flows for the years ended December 31, 1997 and 1996, in conformity with
generally accepted accounting principles in the United States of America.

Toronto, Ontario

July 27, 1998 Chartered Accountants

F-27

SYSTEMSEARCH CONSULTING SERVICES INC.
FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997
(UNAUDITED)

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996

TOGETHER WITH INDEPENDENT AUDITORS' REPORT

(EXPRESSED IN U.S. DOLLARS)

F-28

SYSTEMSEARCH CONSULTING SERVICES INC.

BALANCE SHEETS

AS AT DECEMBER 31 AND JUNE 30

(EXPRESSED IN U.S. DOLLARS)

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ----------- -----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

ASSETS

CURRENT ASSETS
Bank.......................................................... 56,592 -- -- --
Accounts receivable........................................... 256,097 207,796 271,985 144,615
----------- ----------- ----------- -----------
312,689 207,796 271,985 144,615

CAPITAL ASSETS (note 3)......................................... 13,674 12,875 11,176 9,339
----------- ----------- ----------- -----------
326,363 220,671 283,161 153,954
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
LIABILITIES

CURRENT LIABILITIES
Bank indebtedness............................................. -- 13,706 4,235 1,855
Accounts payable.............................................. 108,500 151,760 176,438 158,700
Intercompany transfer......................................... 20,439 -- -- --
Income taxes payable.......................................... 19,655 -- 20,168 --
----------- ----------- ----------- -----------
148,594 165,466 200,841 160,555
DUE TO SHAREHOLDER (note 4)..................................... -- 21,731 20,972 57,489
----------- ----------- ----------- -----------
148,594 187,197 221,813 218,044
----------- ----------- ----------- -----------

SHAREHOLDER'S EQUITY

CAPITAL STOCK (note 5).......................................... 36 36 36 36
CUMULATIVE TRANSLATION ADJUSTMENT............................... (5,033) 214 (1,074) 329
RETAINED EARNINGS............................................... 182,766 33,224 62,386 (64,455)
----------- ----------- ----------- -----------
177,769 33,474 61,348 (64,090)
----------- ----------- ----------- -----------
326,363 220,671 283,161 153,954
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------

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

APPROVED ON BEHALF OF THE BOARD
________________________ Director

F-29

SYSTEMSEARCH CONSULTING SERVICES INC.

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31 AND SIX MONTHS ENDED JUNE 30
(EXPRESSED IN U.S. DOLLARS)

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ---------- ----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

REVENUE
Contract sales............................................. 869,570 696,817 1,703,097 1,009,238
Permanent sales............................................ 256,110 168,346 248,961 198,550
----------- ----------- ---------- ----------
1,125,680 865,163 1,952,058 1,207,788
Contractor fees............................................ 707,304 485,111 1,289,229 838,855
----------- ----------- ---------- ----------
GROSS PROFIT................................................. 418,376 380,052 662,829 368,933
Other income............................................... 3,595 -- -- --
----------- ----------- ---------- ----------
421,971 380,052 662,829 368,933
----------- ----------- ---------- ----------
EXPENSES
Administrative............................................. 93,108 43,624 89,031 81,617
Selling.................................................... 203,329 223,552 406,718 341,495
Financial.................................................. 5,154 15,197 19,400 9,619
----------- ----------- ---------- ----------
301,591 282,373 515,149 432,731
----------- ----------- ---------- ----------
EARNINGS BEFORE INCOME TAXES................................. 120,380 97,679 147,680 (63,798)
Income taxes............................................... -- -- 20,839 --
----------- ----------- ---------- ----------
NET INCOME................................................... 120,380 97,679 126,841 (63,798)
----------- ----------- ---------- ----------
----------- ----------- ---------- ----------

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

F-30

SYSTEMSEARCH CONSULTING SERVICES INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31 AND SIX-MONTHS ENDED JUNE 30
(EXPRESSED IN U.S. DOLLARS)

COMMON
STOCK RETAINED CUMULATIVE
NUMBER OF EARNINGS TRANSLATION
SHARES AMOUNTS (DEFICIT) ADJUSTMENTS
------------- ----------- --------- -------------

$ $ $ $

Balance as of December 31, 1995................................... 65 36 (657) --

Foreign currency translation...................................... -- -- -- 329

Net loss for the year............................................. -- -- (63,798) --
----- ----- --------- ------

Balance as of December 31, 1996................................... 65 36 (64,455) 329

Foreign currency translation...................................... -- -- -- (1,403)

Net income for the year........................................... -- -- 97,679 --
----- ----- --------- ------

Balance as of June 30, 1997....................................... 65 36 33,224 (1,074)

Foreign currency translation...................................... -- -- -- 1,288

Net income for the year........................................... -- -- 29,162 --
----- ----- --------- ------

Balance as of December 31, 1997................................... 65 36 62,386 214

Foreign currency translation...................................... -- -- -- (5,247)

Net income for the year........................................... -- -- 120,380 --
----- ----- --------- ------

Balance as of June 30, 1998....................................... 65 36 182,766 (5,033)
----- ----- --------- ------
----- ----- --------- ------

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

F-31

SYSTEMSEARCH CONSULTING SERVICES INC.

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31 AND SIX MONTHS ENDED JUNE 30
(EXPRESSED IN U.S. DOLLARS)

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
----------- ----------- ---------- -----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

Cash flows from operating activities:
Net income.................................................... 120,380 97,679 126,841 (63,798)
Adjustments to reconcile net income to net cash provided by
operating activities:
Amortization.................................................. 417 1,302 2,582 2,347
Decrease (increase) in accounts receivable.................... 9,159 (64,599) (137,868) 48,795
Increase (decrease) in accounts payable....................... (64,746) (5,836) 25,196 (50,617)
Increase in intercompany transfer............................. 20,855 -- -- --
Increase in income taxes payable.............................. -- -- 20,839 --
----------- ----------- ---------- -----------
Total adjustments............................................... (34,315) (69,133) (89,251) 525
----------- ----------- ---------- -----------
Net cash generated by operating activities.................... 86,065 28,546 37,590 (63,273)
----------- ----------- ---------- -----------
Cash flows from investing activities
Purchases of capital assets................................... (3,256) (4,927) (4,884) --
----------- ----------- ---------- -----------
Cash flows from financing activities
Advances from (repayments to) shareholder..................... (20,855) (35,555) (35,246) 22,000
----------- ----------- ---------- -----------
Effect of foreign currency exchange rate on changes........... (1,127) 85 160 9
Net increase (decrease) in cash and cash equivalents.......... 60,827 (11,851) (2,380) (41,264)
Cash (bank indebtedness), beginning of year................... (4,235) (1,855) (1,855) 39,409
----------- ----------- ---------- -----------
Cash and cash equivalents, end of year.......................... 56,592 (13,706) (4,235) (1,855)
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
Interest paid................................................... 7,722 1,929 3,936 8,548
----------- ----------- ---------- -----------

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

F-32

SYSTEMSEARCH CONSULTING SERVICES INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996

(EXPRESSED IN U.S. DOLLARS)

1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Business

Systemsearch Consulting Services Inc. is an information technology
staffing company, specializes in placing information technology personnel
on both a contract and permanent basis.

b) Bank indebtedness and Cash Equivalents

c) Other Financial Instruments

d) Long-term Financial Instruments

e) Capital Assets

Property and equipment are recorded at cost and are depreciated on the
declining balance basis over their estimated useful lives.

f) Revenue Recognition

Revenue from contract placements is recognized as services are performed.
Revenue from permanent placements are recognized upon commencement of
employment.

g) Foreign Currency Translation

F-33

SYSTEMSEARCH CONSULTING SERVICES INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996

(EXPRESSED IN U.S. DOLLARS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
representation is made that the Canadian dollar amounts could have been,
or could be, converted into United States dollars at the rates on the
respective dates or at any other rates. Adjustments resulting from the
translation are included in the cumulative translation adjustments in
stockholders' equity.

h) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts of assets and liabilities and disclosures 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.

3. CAPITAL ASSETS

DECEMBER DECEMBER
1997 1996
----------------------------------- -----------

ACCUMULATED
COST AMORTIZATION NET NET
--------- ------------- --------- -----------

$ $ $ $

Furniture and fixtures............................................... 17,477 10,318 7,159 9,339
Computer equipment................................................... 4,726 709 4,017 --
--------- ------ --------- -----
22,203 11,027 11,176 9,339
--------- ------ --------- -----
--------- ------ --------- -----

Amortization for 1997 amounted to $2,582 ($2,347 in 1996).

JUNE 1997
---------------------------------------
ACCUMULATED JUNE 1996
AMORTIZATION -----------
COST NET NET NET
----------- ------------- ----------- -----------

$ $ $ $
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(NOTE 1) (NOTE 1) (NOTE 1) (NOTE 1)
Furniture and fixtures..................................... 21,345 10,999 10,346 8,679
Computer equipment......................................... 4,606 1,278 3,328 4,196
----------- ------ ----------- -----------
25,951 12,277 13,674 12,875
----------- ------ ----------- -----------
----------- ------ ----------- -----------

Amortization for the period ended June 30, 1998 amounted to $417 ($1,302 for
the period ended June 1997).

4. DUE TO (FROM) SHAREHOLDER

The shareholder loan is unsecured, non-interest bearing and is not expected
to be repaid prior to December 31, 1998.

F-34

SYSTEMSEARCH CONSULTING SERVICES INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

JUNE 30, 1998, JUNE 30, 1997, DECEMBER 31, 1997 AND DECEMBER 31, 1996

(EXPRESSED IN U.S. DOLLARS)

5. CAPITAL STOCK

AUTHORIZED

AN UNLIMITED NUMBER OF COMMON SHARES, NO PAR VALUE

JUNE JUNE DECEMBER DECEMBER
ISSUED 1998 1997 1997 1996
- ---------------------------------------------------------------- ------------- ------------- ----------- -----------

$ $ $ $

(UNAUDITED) (UNAUDITED)

65 Common shares................................................ 36 36 36 36
----- ----- ----- -----
----- ----- ----- -----

6. LEASE COMMITMENTS

Minimum lease payments under an operating lease for the premises, exclusive
of all operating costs, hydro, basic insurance, utilities and property taxes for
which the company is responsible, is as follows for the fiscal year end:

1998............................................................................... $ 21,695
1999............................................................................... 23,380
2000............................................................................... 23,380
2001............................................................................... 23,380
2002............................................................................... 23,380

F-35

SYSTEMSEARCH CONSULTING SERVICES INC.

SCHEDULE OF EXPENSES

FOR THE YEARS ENDED DECEMBER 31 AND SIX-MONTHS ENDED JUNE 30

JUNE JUNE DECEMBER DECEMBER
1998 1997 1997 1996
$ $ $ $

(UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
ADMINISTRATIVE

Office salaries and benefits.................................. 42,349 -- -- --
Rent.......................................................... 18,945 16,793 28,848 26,732
Office and general............................................ 15,438 12,168 35,649 32,627
Telephone..................................................... 7,773 5,980 10,473 10,532
Taxes and licences............................................ 4,831 3,742 5,948 2,916
Insurance..................................................... 1,830 1,874 1,858 2,287
Equipment rental.............................................. 1,171 1,377 2,158 4,176
Repairs and maintenance....................................... 354 388 1,515 --
Management salaries and fees.................................. -- -- -- --
Amortization.................................................. 417 1,302 2,582 2,347
----------- ----------- ----------- -----------
93,108 43,624 89,031 81,617
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
SELLING

Commission.................................................... 190,847 220,525 402,059 332,529
Automobile and travel......................................... 12,482 3,027 4,659 8,966
----------- ----------- ----------- -----------
203,329 223,552 406,718 341,495
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
FINANCIAL

Interest and bank charges..................................... 7,722 1,929 3,936 8,548
Professional fees............................................. (2,568) 13,268 15,464 1,071
----------- ----------- ----------- -----------
5,154 15,197 19,400 9,619
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------

F-36

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

NO UNDERWRITER, DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER DELIVERY OF THIS
PROSPECTUS NOR ANY COMMON SHARES SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

PAGE
---------

Prospectus Summary............................. 4
The Offering................................... 5
Summary Combined Financial Information......... 7
Risk Factors................................... 8
Use of Proceeds................................ 17
Dividend Policy................................ 18
Dilution....................................... 19
Capitalization................................. 20
Selected Financial Data........................ 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 22
Business....................................... 27
Management..................................... 38
Principal Shareholders......................... 43
Relationships and Related Party................
Certain Transactions........................... 44
Shares Eligible for Future Sale................ 45
Description of Securities...................... 47
Certain United States and Canadian Federal
Income Tax Considerations.................... 48
Investment Canada Act.......................... 50
Underwriting................................... 51
Legal Matters.................................. 53
Experts........................................ 53
Additional Information......................... 53
Financial Statements........................... F-1

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

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMPANY'S SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

IT STAFFING LTD.
1,000,000
COMMON SHARES

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

PROSPECTUS
------------------------

STRASBOURGER PEARSON
TULCIN WOLFF INCORPORATED

, 1998

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Bylaws of the Company provide that the Company shall indemnify directors
and officers of the Company. The pertinent section of Canadian law is set forth
below in full. In addition, upon effectiveness of this registration statement,
management intends to obtain officers' and directors' liability insurance.

See the second and third paragraphs of Item 28 below for information
regarding the position of the Securities and Exchange Commission (the
"Commission") with respect to the effect of any indemnification for liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act").

Section 136 of the Business Corporations Act (Ontario) provides as follows:

(1) INDEMNIFICATION OF DIRECTORS. A corporation may indemnify a director or
officer of the corporation, a former director or officer of the corporation or a
person who acts or acted at the corporation's request as a director or officer
of a body corporate of which the corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is a party by reason of
being or having been a director or officer of such corporation or body
corporate, if,

(a) he or she acted honestly and in good faith with a view to the best
interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

(2) IDEM. A corporation may, with the approval of the court, indemnify a
person referred to in subsection (1) in respect of an action by or behalf of the
corporation or body corporate to procure a judgment in its favour, to which the
person is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by the person in connection with such action if he
or she fulfils the conditions set out in clauses (1)(a) and (b).

(3) IDEM. Despite anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defense of any civil, criminal or administrative action or proceeding to which
he or she is made a party by reason of being or having been a director or
officer of the corporation or body corporate, if the person seeking indemnity;

(a) was substantially successful on the merits in his or her defense of
the action or proceeding; and

(b) fulfills the conditions set out in clauses (1)(a) and (b).

(4) LIABILITY INSURANCE. A corporation may purchase and maintain insurance
for the benefit of any person referred to in subsection (1) against any
liability incurred by the person,

(a) in his or her capacity as a director or officer of the corporation,
except where the liability relates to the person's failure to act honestly
and in good faith with a view to the best interests of the corporation; or

II-1

(b) in his or her capacity as a director or officer of another body
corporate where the person acts or acted in that capacity at the
corporation's request, except where the liability relates to the person's
failure to act honestly and in good faith with a view to the best interests
of the body corporate.

(5) APPLICATION TO COURT. A corporation or a person referred to in
subsection (1) may apply to the court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.

(6) INDEM. Upon application under subsection (5), the court may order notice
to be given to any interested person and such person is entitled to appear and
be heard in person or by counsel.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of the estimated expenses to be paid by the
Company in connection with the issuance and distribution of the securities being
registered:

SEC Registration Fee........................................................... $ 1,504.50
NASD Filing Fee................................................................ 1,325.00
Nasdaq Listing Fees*........................................................... 15,000.00
Printing Engraving Expenses*................................................... 75,000.00
Legal Fees and Expenses*....................................................... 150,000.00
Accounting Fees and Expenses*.................................................. 70,000.00
Blue Sky Fees and Expenses*.................................................... 35,000.00
Transfer Agent and Registrar Fees and Expenses................................. 3,500.00
Miscellaneous*................................................................. 8,670.50
Total.......................................................................... $360.000.00

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

* estimate

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

In October 1997, in consideration for business consulting services,
including identifying, structuring and effecting the acquisitions of Systems and
ECS, the Company issued 113,459 Common Shares to Globe Capital Corporation,
which is controlled by Lloyd Maclean, the Company's Chief Financial Officer and
a Director.

In April 1998, in connection with the acquisition of Systems, the Company
issued 130,914 Common Shares to John R. Wilson.

In February through March of 1998, the Company sold 196,370 Common Shares to
12 individuals at a purchase price of approximately $2.67 per share for
aggregate consideration of $523,653. The twelve individuals included employees
and directors of the Company.

In May 1998, in connection with the acquisition of ICS, the Company issued
130,914 Common Shares to John A. Irwin.

In May and June of 1998, the Company sold 77,239 Common Shares to seven
individuals at a purchase price of approximately $3.33 per share for aggregate
consideration of $257,463. The seven individuals included employees and
directors of the Company.

All of such issuances were made in Canada to Canadian residents in
conformity with the relevant local securities laws and the Company believes
would have been exempt from registration in the United States pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

In May 1998, the Company granted an option to purchase 200,000 Common Shares
at an exercise price of $2.10 per share to Robert M. Rubin.

II-2

ITEM 27. EXHIBITS

**1.1 Form of Underwriting Agreement
**3.1 Bylaws of Registrant
**3.2 Articles of Incorporation dated February 11, 1994
**3.3 Articles of Amendment dated February 20, 1996
**3.4 Articles of Amendment dated April 15, 1998
**3.5 Articles of Amendment dated August 6, 1998
**4.2 Form of Underwriters' Warrant
**4.3 Specimen Common Share Certificate
**5.1 Opinion of Gersten, Savage, Kaplowitz & Fredericks, LLP
5.2 Opinion of McMillan Binch
**10.1 Form of Financial Consulting Agreement
*10.2 1998 Stock Option Plan.
*10.3(a) Lease of the Company's headquarters in Toronto, Ontario.
*10.3(b) License for the Company's office in New York, New York.
*10.3(c) Lease of the Company's office in Etobicoke, Ontario.
*10.3(d) Lease of the Company's office in Scarborough, Ontario.
*10.3(e) Amendment to the lease of the Company's office in Scarborough, Ontario.
*10.4 Employment Agreement between the Company and Declan French dated August 1998.
*10.5 Employment Agreement between the Company and John A. Irwin dated May 19, 1998.
*10.6 Employment Agreement between the Company and John R. Wilson dated February 8,
1998.
*10.7 Employment Agreement between the Company and John J. Silver dated August 10, 1998.
*10.8 Form of consulting agreement for the Company's independent contractors.
*10.9 Form of services agreement for the Company's customers.
*10.10 Agreement for the Acquisition of the Capital Stock of International Career
Specialists Ltd.
**10.11 Agreement for the acquisition of the Capital Stock of Systemsearch Consulting
Services, Inc. and Systems, PS, Inc.
**10.12 Consulting Agreement between the Company and Robert M. Rubin.
*23.1 Consent of Schwartz Levitsky Feldman, independent auditors.
**23.2 Consent of Gersten, Savage, Kaplowitz & Fredericks, LLP (incorporated into Exhibit
5.1)
**23.3 Consent of McMillan Binch (incorporated into 5.1)

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

* Filed herewith.

** To be filed by amendment.

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to any charter provision, by-law, contract arrangements,
statute, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the small business issuer in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned small business issuer hereby undertakes:

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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i)To include any
Prospectus required by section 10(a)(3) of the Act; (ii)To reflect in the
Prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; (iii)To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
Offering.

(4) For determining any liability under the Act, treat the information
omitted from the form of Prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of Prospectus filed by the
small business issuer under Rule 424(b)(1), or (4) or 497(h), under the Act as
part of this registration statement as of the time the Commission declared it
effective.

(5) For determining any liability under the Act, treat each post-effective
amendment that contains a form of Prospectus as a new registration statement at
that time as the initial bona fide offering of those securities.

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SIGNATURES

Pursuant to the requirements of the Act, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirement for
filing on Form SB-2 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Province of
Ontario, Canada on September , 1998.

IT STAFFING LTD.

By: /s/ DECLAN FRENCH
-----------------------------------------
Declan French
PRESIDENT AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

We, the undersigned officers and directors of IT STAFFING LTD. hereby
severally constitute and appoint Declan French, our true and lawful
attorney-in-fact and agent with full power of substitution for us and in our
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing necessary or advisable to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

Chairman, President, Chief
/s/ DECLAN FRENCH Executive Officer and
- ------------------------------ Director (Principal September 17, 1998
Declan French Executive Officer)

/s/ LLOYD MACLEAN Chief Financial Officer and
- ------------------------------ Director (Principal September 17, 1998
Lloyd Maclean Accounting Officer)

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