Delaware		87-0355929
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
7803 Glenroy Road, Suite 200, Minneapolis, Minnesota		55439
(Address of Principal Executive Offices)		(Zip Code)

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PART  I.		FINANCIAL INFORMATION		3
ITEM 1.		Consolidated Financial Statements (Unaudited)
		Balance Sheets as of September 28, 2002 and June 29, 2002		3
		Statements of Operations for the Three Months Ended September 28, 2002 and September 29, 2001		4
		Statement of Shareholders’ Equity for the Three Months Ended September 28, 2002		5
		Statements of Cash Flows for the Three Months Ended September 28, 2002 and September 29, 2001		6
		Notes to Consolidated Financial Statements		7
ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk		14
ITEM 4.		Controls and Procedures		14
PART  II.		OTHER INFORMATION		15
ITEM 1.		Legal Proceedings		15
ITEM 2.		Changes in Securities and Use of Proceeds		15
ITEM 3.		Defaults Upon Senior Securities		15
ITEM 4.		Submission of Matters to a Vote of Security Holders		15
ITEM 5.		Other Information		15
ITEM 6.		Exhibits and Reports on Form 8-K		16
SIGNATURES				16
CERTIFICATIONS				17

		September 28,				June 29,
		2002				2002
		(unaudited)
ASSETS
Current assets:
Cash		$	3,199			$	2,704
Accounts receivable, net			42,351				38,816
Accounts receivable—other			1,606				1,895
Prepaid workers’ compensation and auto liability insurance			9,438				11,939
Other prepaid expenses			1,865				1,304
Other current assets			509				552
Total current assets			58,968				57,210
Property and equipment, net			10,917				10,970
Goodwill			42,830				42,830
Deferred financing costs, net			1,853				1,916
Other assets			985				963
Total assets		$	115,553			$	113,889
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		$	19,402			$	19,543
Accrued insurance and claims			6,021				6,084
Accrued wages and benefits			4,476				2,871
Accrued legal and claims			3,276				4,017
Other accrued liabilities			3,614				3,510
Current portion of long-term debt			21				30
Total current liabilities			36,810				36,055
Long-term debt less current portion			40,943				38,756
Accrued insurance and claims			7,887				9,763
Shareholders’ equity:
Preferred stock, $0.004 par value, 50,000 shares authorized 13,476 and 13,568 shares issued and outstanding at September 28, 2002 and June 29, 2002, respectively			63,653				64,480
Preferred warrants, 1,042 outstanding at September 28, 2002 and June 29, 2002			7,600				7,600
Common stock, $0.004 par value, 150,000 shares authorized 4,162 and 3,663 shares issued and outstanding at September 28, 2002 and June 29, 2002, respectively			17				15
Stock subscription receivable			(8	)			(26	)
Additional paid-in-capital			58,403				57,152
Accumulated deficit			(99,608	)			(99,766	)
Foreign currency translation			(144	)			(140	)
Total shareholders’ equity			29,913				29,315
Total liabilities and shareholders’ equity		$	115,553			$	113,889

		Three Months Ended
		September 28,				September 29,
		2002				2001
Revenue		$	77,918			$	95,788
Cost of services			60,008				75,983
Gross profit			17,910				19,805
Operating expenses:
Occupancy			3,186				3,517
Selling, general and administrative			13,740				16,969
Total operating expenses			16,926				20,486
Income (loss) from operations			984				(681	)
Other income (expense):
Interest expense			(810	)			(5,745	)
Common stock warrant charge			—				(1,020	)
Other			(16	)			12
Net income (loss)		$	158			$	(7,434	)
Net income (loss) applicable to common shareholders		$	158			$	(11,414	)
Income (loss) per share:
Basic		$	0.04			$	(3.33	)
Diluted		$	0.01			$	(3.33	)
Weighted average shares outstanding:
Basic			3,940				3,429
Diluted			21,048				3,429

		Series B Preferred Stock					Series C Preferred Stock					Series D Preferred Stock							Series F Preferred Stock							Series G Preferred Stock
		Shares		Amount			Shares		Amount			Shares			Amount				Shares			Amount				Shares		Amount
Balance at June 29, 2002		2,807		$	24,304		2,000		$	13,600		1,830			$	10,808			1,066			$	11,389			5,865		$	4,379
Payments against stock subscription receivable		—			—		—			—		—				—			—				—			—			—
Amortization of stock option expense		—			—		—			—		—				—			—				—			—			—
Warrant exercises		—			—		—			—		—				—			—				—			—			—
Offering costs		—			—		—			—		—				—			—				—			—			(2	)
Conversion of Series D to Common Stock		—			—		—			—		(63	)			(500	)		—				—			—			—
Conversion of Series F to Common Stock		—			—		—			—		—				—			(29	)			(325	)		—			—
Net income		—			—		—			—		—				—			—				—			—			—
Foreign currency translation		—			—		—			—		—