Florida (State or other jurisdiction of incorporation or organization)

65-0735612 (I.R.S. Employer Identification No.)

600 301 Blvd West, Suite 202 Bradenton, FL (Address of principal executive offices)

34205 (Zip Code)

Class of common stock		Outstanding as of August 12, 2002
Par value $0.01 per share		20,762,630

				Page
PART I.		FINANCIAL INFORMATION
ITEM 1.    Financial Statements				3
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2001 and 2002 (unaudited)				3
Condensed Consolidated Balance Sheets as of December 31, 2001 and June 30, 2002 (unaudited)				4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2002 (unaudited)				5
Notes to Condensed Consolidated Financial Statements (unaudited)				6
ITEM 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations.				11
PART II.		OTHER INFORMATION
ITEM 1.    Legal Proceedings .				19
ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk				19
ITEM 4.    Submission of Matter to a Vote of Security Holders				19
ITEM 5.    Other Information				20
ITEM 6.    Exhibits and Reports on Form 8-K				20
SIGNATURES				21

		FOR THE THREE MONTHS ENDED JUNE 30,							FOR THE SIX MONTHS ENDED JUNE 30,
		2001				2002			2001				2002
		(in $000’s, except per share data)
Revenues		$	787,041			$	831,852		$	1,539,340			$	1,618,748
Cost of services:
Salaries, wages and payroll taxes			718,184				758,498			1,402,363				1,472,317
Benefits, workers’ compensation, state unemployment taxes and other costs			45,811				50,783			90,274				100,810
Total cost of services			763,995				809,281			1,492,637				1,573,127
Gross profit			23,046				22,571			46,703				45,621
Operating expenses:
Salaries, wages and commissions			14,667				13,058			30,705				26,742
Other general and administrative			7,252				6,353			13,981				12,665
Depreciation and amortization			2,057				1,998			4,119				4,060
Total operating expenses			23,976				21,409			48,805				43,467
Operating (loss) income			(930	)			1,162			(2,102	)			2,154
Interest income, net			859				489			1,948				956
Other non operating (expense) income			(3	)			30			(7	)			71
(Loss) income before income taxes			(74	)			1,681			(161	)			3,181
Income tax (benefit) provision			(183	)			572			(364	)			1,081
Net income		$	109			$	1,109		$	203			$	2,100
Net income per share
—Basic		$	.01			$	.05		$	.01			$	.10
—Diluted		$	.01			$	.05		$	.01			$	.10
Weighted average common shares outstanding
—Basic			20,613				20,759			20,627				20,685
—Diluted			20,628				21,222			20,636				21,030

		December 31, 2001			June 30, 2002
		(in $000’s, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents		$	55,929		$	43,923
Certificates of deposit—restricted			10,183			17,181
Marketable securities			2,701			10,000
Marketable securities—restricted			24,079			47,389
Accounts receivable, net			79,076			71,149
Deferred tax asset			5,920			7,129
Other current assets			4,206			5,613
Total current assets			182,094			202,384
Property and equipment, net			23,646			19,965
Goodwill, net of accumulated amortization of $5,979			8,692			8,692
Deferred tax asset			902			512
Other assets			4,569			5,935
Total assets		$	219,903		$	237,488
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued insurance premiums, health and workers’ compensation insurance reserves		$	30,203		$	36,822
Accrued payroll and payroll taxes			70,565			80,786
Accounts payable and other accrued liabilities			5,986			5,543
Income taxes payable			2,091			2,811
Customer deposits and prepayments			4,203			5,387
Dividends payable			1,030			1,038
Total current liabilities			114,078			132,387
Long-term accrued health and workers’ compensation insurance reserves			48,049			46,774
Other long-term liabilities			265			317
Commitments and contingencies (See notes)
Shareholders’ equity:
Common stock, $.01 par value Shares authorized: 100,000,000			206			207
Shares issued and outstanding:
December 31, 2001—20,562,562 June 30, 2002—20,738,947
Additional paid in capital			38,726			39,203
Retained earnings			18,578			18,602
Accumulated other comprehensive income (loss)			1			(2	)
Total shareholders’ equity			57,511			58,010
Total liabilities and stockholders’ equity		$	219,903		$	237,488

		For the six months ended June 30,
		2001				2002
		(in $000’s)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	203			$	2,100
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,119				4,060
Deferred tax benefit			(90	)			(817	)
Provision for bad debts			219				259
Other			(70	)			(45	)
Changes in operating assets and liabilities:
Certificates of deposit – restricted			(2	)			(6,998	)
Accounts receivable			8,239				7,668
Other current assets			(448	)			(1,407	)
Accounts payable and other accrued liabilities			(1,300	)			(443	)
Accrued payroll and payroll taxes			(5,943	)			10,221
Accrued insurance premiums, health and workers’ compensation reserves			(4,656	)			6,619
Income taxes payable			(195	)			720
Customer deposits and prepayments			202				1,184
Other long-term assets			1,232				(1,430	)
Health and workers’ compensation reserves—long term			(176	)			(1,275	)
Other long-term liabilities			(33	)			52
Net cash provided by operating activities			1,301				20,468
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities			(96,299	)			(97,607	)
Maturities of marketable securities