8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K/A

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 10, 2005
                                                           -------------

                            RELATIONSERVE MEDIA, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Nevada                     333-119632              43-2053462
- --------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission            (IRS Employer
of Incorporation)                  File Number)           Identification Number)

6700 North Andrews Avenue, Fort Lauderdale, Florida               33309
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (zip code)

Registrant's telephone number, including area code:  954-202-6000
- -----------------------------------------------------------------
                           Chubasco Resources, Corp.
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     /_/   Written communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     /_/   Soliciting  material  pursuant to Rule 14a-12  under the Exchange Act
(17 CFR 240.14-12)

     /_/   Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     /_/   Pre-commencement  communications pursuant to Rule 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






Item 9.01.  Financial Statements and Exhibits.
            ---------------------------------

(a)     Financial Statements of Business Acquired

     On June 16, 2005,  RelationServe  Media,  Inc.  (the  "Company")  filed its
current report on Form 8-K to announce the transactions  described in Item 1.01,
Item 2.01, and Item 3.02.

     The unaudited  interim  Financial  Statements as of and for the three-month
period  ended March 31,  2005 of Omni Point  Marketing,  LLC ("Omni  Point") and
affiliate  are being filed as an  amendment to the  Registrant's  Form 8-K filed
June 16, 2005, pursuant to Item 9.01(a)(4) (included herein as Exhibit 99.1).

     In May 2005,  RelationServe,  Inc., our wholly-owned  subsidiary,  acquired
through a subsidiary the assets of Omni Point and acquired through the merger of
a subsidiary  Friendsand LLC. Prior to its acquisition by  RelationServe,  Inc.,
Friendsand LLC reported no significant  revenue,  substantially all of which had
been reported as income of Omni Point.

     The Company is also  filing  this  amendment  to file  unaudited  pro-forma
interim  financial  statements as of and for the three-month  period ended March
31, 2005, for the Company and  Subsidiaries,  pursuant to Item 9.01(b) (included
herein as Exhibit 99.2).

(c)       Exhibits

          Exhibit No.        Exhibits
          -----------        --------

          99.1               Unaudited  interim  financial  statements as of and
                             for the three-month period ended March 31, 2005 for
                             Omni Point Marketing, LLC and Affiliate.

          99.2               Unaudited pro-forma interim financial statements as
                             of and for the  three-month  period ended March 31,
                             2005   for    RelationServe    Media,    Inc.   and
                             Subsidiaries.

                                       2





                                   SIGNATURES
                                   ----------

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            RELATIONSERVE MEDIA, INC.
Dated: August 5, 2005

                                            By:
                                                --------------------------------
                                                Name: Mandee Heller Adler
                                                Title:  Chief Executive Officer

                                       3

EX-99.1

                                                                    Exhibit 99.1

                    OMNI POINT MARKETING, LLC AND AFFILIATE

                         COMBINED FINANCIAL STATEMENTS

                                 MARCH 31, 2005

                                   (UNAUDITED)


                                       1



                 OMNI POINT MARKETING, LLC AND COMBINED AFFILATE
                                  BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)


                                     ASSETS
                                     ------

Current Assets:
    Cash                                                              $  100,194
    Accounts receivable, less allowance for
      doubtful accounts of $1,406,602                                  1,517,092
    Prepaid expenses and other assets                                     71,698
                                                                      ----------

    Total current assets                                               1,688,984
                                                                      ----------

Property and Equipment, net                                              759,698

Intangibles, net                                                       1,091,685
Other Assets                                                             228,966
                                                                      ----------

    Total Assets                                                      $3,769,333
                                                                      ==========

                        LIABILITIES AND MEMBERS' EQUITY
                        -------------------------------

Current Liabilities:
  Notes payable                                                       $        -
  Accounts payable                                                       608,008
  Accrued expenses                                                       321,280
  Accrued commissions                                                    396,534
  Deferred rent                                                          186,748
  Customer deposits                                                      264,213
                                                                      ----------

    Total current liabilities                                          1,776,783

MEMBERS' EQUITY                                                        1,992,550
                                                                      ----------

    Total Liabilities and Members' Equity                             $3,769,333
                                                                      ==========


              See notes to unaudited combined financial statements.



                                        2



                 OMNI POINT MARKETING, LLC AND COMBINED AFFILATE
                            STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)


Revenues, net                                                         $2,691,670

Cost of revenue                                                          355,551
                                                                      ----------

    Gross Profit                                                       2,336,119
                                                                      ----------

Selling Expenses:
  Salaries and commissions                                               709,546
  Advertising and trade shows                                            135,853
                                                                      ----------

                                                                         845,399
                                                                      ----------

General and Administrative Expenses:
  Bad debt                                                               300,401
  Salaries                                                               129,989
  Depreciation and amortization                                          160,291
  Professional fees                                                       22,443
  Rent and occupancy                                                      56,716
  Stock-based consulting expense                                            --
  Stock-based compensation expense                                          --
  Other general and administrative                                       261,154
                                                                      ----------

                                                                         930,994
                                                                      ----------

    Net Income                                                        $  559,726
                                                                      ==========


              See notes to unaudited combined financial statements.


                                        3





                 OMNI POINT MARKETING, LLC AND COMBINED AFFILATE
                          STATEMENT OF MEMBERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)

                                                                      Members'
                                                                       Equity
                                                                      ---------

Balance - December 31, 2003                                             528,589

Member contributions                                                    965,000

Net loss for the period                                                    (765)
                                                                    -----------

Balance - December 31, 2004                                         $ 1,492,824

Member distributions                                                    (60,000)

Net income for the period                                               559,726
                                                                    -----------

Balance - March 31, 2005                                            $ 1,992,550
                                                                    ===========


              See notes to unaudited combined financial statements.



                                        4




                 OMNI POINT MARKETING, LLC AND COMBINED AFFILATE
                             STATEMENT OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)



Cash Flows From Operating Activities:
  Net income                                                          $ 559,726
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                      160,291
  Changes in assets and liabilities:
     Accounts receivable                                               (801,036)
     Due from principal member                                          140,312
     Prepaid expenses and other assets                                  (15,455)
     Accounts payable                                                   187,508
     Accrued expenses                                                   114,647
     Accrued commissions                                                140,264
     Deferred rent                                                       (6,117)
     Customer deposits                                                  (40,000)
                                                                      ---------

       Net cash provided by operating activities                        440,140
                                                                      ---------

Cash Flows From Investing Activities:
  Purchase of property and equipment                                    (26,098)
  Purchase of intangible assets                                        (408,227)
                                                                      ---------

       Net cash used in investing activities                           (434,325)
                                                                      ---------

Cash Flows From Financing Activities:
  Payments on notes payable                                             (60,000)
                                                                      ---------

       Net cash used in financing activities                            (60,000)
                                                                      ---------

       Net decrease in cash                                             (54,185)

Cash - Beginning of year                                                154,379
                                                                      ---------

Cash - End of period                                                  $ 100,194
                                                                      =========

Supplemental Disclosures of Cash Flow Information
  Cash payments for interest                                          $       -
                                                                      =========

              See notes to unaudited combined financial statements.



                                        5





                     OMNI POINT MARKETING, LLC AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------------------

Omni Point Marketing,  LLC ("Omni Point") is a limited  liability company formed
in February 2002 with one member owning 100%. On September 15, 2003,  the member
sold 75% of its interest to three entities.  Omni Point specializes in marketing
third party  offers for  products  and  services  via email.  Omni Point  offers
advertisers   integrated  online  and  offline  marketing   programs   including
Permission  Based Email  Advertising,  Email Database  Append  Services,  Online
Surveys, Ad Serving Networks and Internet Compiled Direct Mail Lists. Omni Point
has multiple Internet media and database products as follows:

            EMAIL APPEND: Omni Point's email append solution allows marketers to
            augment  their   existing   customer   database  with   Omni Point's
            permission-based  email  data.  When  a  match  is  confirmed,   the
            customer's email address is added to the client's file.

            ELECTRONIC  CHANGE OF ADDRESS:  Omni  Point's  electronic  change of
            address service enables clients to update their email databases.

            LEAD  GENERATION:  Omni Point  offers  lead  generation  programs to
            assist a variety of businesses with customer acquisition. Omni Point
            pre-screens  the  leads  through  its  online  surveys  to meet  its
            clients' exact criteria.

            DIRECT MAIL AND POSTAL LIST  ADVERTISEMENT:  Omni Point has compiled
            an exclusive Internet  responders' postal mailing list. This list is
            sourced from online  registration and individuals who have responded
            to Omni Point's online campaigns.  These consumers are responsive to
            offers and purchase products and services through online and offline
            channels.  Omni  Point  offers a wide  variety  of  demographic  and
            psycho-graphic criteria for its customers' list selection.

            ONLINE MARKET RESEARCH:  Omni Point has developed a consumer survey.
            Omni Point  offers a variety of targeted  leads  generated  from its
            ongoing  survey  responses.  Omni Point also  offers  marketers  the
            opportunity to add specific questions to the survey. Omni Point then
            sells  the  response  information  to the  marketer  on a  cost  per
            response basis.  If a marketer or a market research  company needs a
            full survey completed, Omni Point will broadcast its client's survey
            to a designated responder list on a cost per thousand basis.

            Friendsand  LLC  ("Friendsand")  is an  online,  interactive  social
            networking community.

The  combined  financial  statements  include  the  accounts  of Omni  Point and
Friendsand  (collectively  herein  referred to as the  "Company").  All material
intercompany balances and transactions have been eliminated.



                                        6





                     OMNI POINT MARKETING, LLC AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------------------
(continued)
- -----------

A summary of the Company's significant accounting policies follows:

            CASH AND CASH  EQUIVALENTS:  The Company  considers all  investments
            purchased  with an original  maturity of three  months or less to be
            cash equivalents.

            IMPAIRMENT OF LONG-LIVED  ASSETS:  Accounting  for the Impairment of
            Long-Lived  Assets  and for  Long-Lived  Assets  to be  disposed  of
            requires that long-lived assets and certain identifiable intangibles
            to be held and used or  disposed  of by an  entity be  reviewed  for
            impairment whenever events or changes in circumstances indicate that
            the carrying amount of an asset may not be  recoverable.  Under such
            circumstances, the accounting principles require that such assets be
            reported  at the lower of their  carrying  amount or fair value less
            cost to sell.  Accordingly,  when events or  circumstances  indicate
            that long-lived  assets may be impaired,  the Company  estimates the
            assets'  future  cash flows  expected  to result from the use of the
            asset  and its  eventual  disposition.  If the  sum of the  expected
            future  undiscounted  cash flows is less than the carrying amount of
            the asset, an impairment  loss is recognized  based on the excess of
            the carrying amount over the fair value of the asset.

            FAIR VALUE OF FINANCIAL  INSTRUMENTS:  The carrying amounts reported
            in the accompanying balance sheets for accounts receivable, accounts
            payable  and  accrued  expenses  approximate  fair  value due to the
            short-term nature of these accounts. Accounts receivable are carried
            at  original  invoice  amount  less an  estimate  made for  doubtful
            receivables  based  on a  review  of all  outstanding  amounts  on a
            periodic  basis.  Management  determines  the allowance for doubtful
            accounts by regularly evaluating individual customer receivables and
            considering a customer's  financial  condition,  credit history, and
            current economic conditions.

            REVENUE  RECOGNITION:   The  Company  recognizes  revenue  from  all
            products when the service is performed and the  customer's  order is
            fulfilled.

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




                                        7





                     OMNI POINT MARKETING, LLC AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------------------
(continued)
- -----------

            PROPERTY AND  EQUIPMENT:  Property and  equipment is stated at cost.
            Depreciation  is  computed  by the  straight-line  method  over  the
            following estimated useful lives:

                                                       Years
                                                       -----
            Leasehold improvements                      5-6
            Computer equipment                           5
            Furniture, fixtures and office equipment     7
            Software                                     3

            Leasehold  improvements are depreciated over the shorter of the term
            of the lease or their estimated useful lives.

            INTANGIBLE  ASSET:  Intangible assets consist of a database of email
            addresses  acquired  during normal  operations and costs  associated
            with the development of the Company's various websites.  These costs
            are  being  amortized  using  the  straight-line   method  over  the
            following estimated useful lives:

                                                       Years
                                                       -----
            Email database                               3
            Web properties                              3-5

            INCOME TAXES: The Company has made an election to have its income or
            loss taxed  directly to its members as a partnership  for income tax
            purposes.  Accordingly, the pro rata income or loss will be included
            in the tax return of the members.  As a result, no income taxes have
            been recognized in the accompanying financial statements.

            SOFTWARE  DEVELOPMENT:   The  Company  entered  into  a  development
            agreement  in  September  2004  for the  design  of  co-registration
            software at a total cost of $200,000.  The project was  completed in
            October 2004; however, the software is included in "Other Assets" in
            the  accompanying  balance  sheet  as it has  not yet  been  used in
            operations as of December 31, 2004.

            ADVERTISING COSTS: Advertising costs are expensed as incurred.

NOTE 2 - SUBSEQUENT EVENT
- -------------------------

Effective May 16, 2005, Relationserve, Inc., through its wholly-owned subsidiary
Relationserve Access, Inc., a Delaware company, purchased the assets and assumed
certain  liabilities of Omni Point Marketing,  LLC, a Florida limited  liability





                                        8



                     OMNI POINT MARKETING, LLC AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 2 - SUBSEQUENT EVENT (continued)
- -------------------------------------

company ("Omni Point"),  and through its  wholly-owned  subsidiary,  Friendsand,
Inc.  ("Friendsand")  acquired all of the assets and  liabilities  of Friendsand
LLC, a Delaware limited liability  company.  These companies were acquired for a
combination of cash payments,  a two-year  promissory note payable in the amount
of $700,000, and 8,000,000 newly-issued common shares of RelationServe, Inc.


                                        9

EX-99.2

                                                                    Exhibit 99.2

                   RELATIONSERVE MEDIA, INC. AND SUBSIDIARIES

                  PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2005
                                  (UNAUDITED)


                                        1



The  accompanying  unaudited  pro forma  consolidated  financial  statements  of
RelationServe  Media, Inc. and Subsidiaries  (formerly Chubasco Resources Corp.)
(the "Company") give effect to the return and  cancellation of common shares and
the  recapitalization  of the Company for debt, cash, and the issuance of common
stock. These pro forma statements are presented for illustrative  purposes only.
The pro forma  adjustments are based upon available  information and assumptions
that management  believes are reasonable.  The Unaudited Pro Forma Balance Sheet
as of March 31, 2005 and the Unaudited Pro Forma Statement of Operations for the
three months ended March 31, 2005 do not purport to represent what the financial
position or results of operations of the Company would actually have been if the
transaction  discussed above had in fact occurred on March 31, 2005, nor do they
purport  to  project  the  results  of  operations  or  financial   position  of
Relationserve  Media,  Inc. and  Subsidiaries for any future period or as of any
date.

Prior to June 13,  2005,  the  Company  had been an  exploration  stage  company
engaged  in the  business  of  mineral  exploration  incorporated  in  Nevada as
Chubasco  Resources Corp.  ("Chubasco").  Since its formation on August 2, 2004,
Chubasco  had been  primarily  engaged in  exploration  activities  through  its
wholly-owned  subsidiary Chub Exploration Ltd., a British Columbia  corporation.
On June 10,  2005,  Chubasco's  Board of  Directors  authorized  the merger (the
"Merger") of its newly formed wholly-owned  subsidiary Reland Acquisition,  Inc.
("Reland"),  a  Delaware  corporation,  with  RelationServe,  Inc.,  a  Delaware
corporation incorporated on March 29, 2005 ("Relationserve") and entered into an
Agreement of Merger and Plan of Reorganization (the "Merger Agreement"). On June
13, 2005, a  Certificate  of Merger was filed with the Secretary of State of the
State of  Delaware  in order  to  complete  the  Merger,  and on June 15,  2005,
Chubasco changed its name to RelationServe Media, Inc.

In  connection  with the  Merger,  the  Company  acquired  all of the issued and
outstanding  capital stock of  RelationServe  in exchange for 13,326,000  shares
(the "Merger Stock") of the Company's  common stock,  par value $0.001 per share
(the "Common Stock"), and certain holders agreed to cancel 6,800,000 outstanding
shares of the Company's  Common Stock  following the Merger.  Under the terms of
the Merger Agreement, each share of Relationserve common stock outstanding prior
to the Merger  (13,326,000)  and each  RelationServe  warrant  (6,562,500)  were
converted into one share of the Company's Common Stock and a warrant to purchase
one share of the Company's Common Stock, respectively,  following the Merger. As
a result,  RelationServe's  former  stockholders  became the Company's  majority
stockholders and RelationServe became the Company's wholly-owned subsidiary with
Chubasco's  former  shareholders  retaining  3,216,500  shares of common  stock.
Following  the  Merger  certain  purchasers  acquired  3,203,000  shares  of the
Company's freely-tradable Common Stock in privately negotiated transactions with
the former  holders of such shares who retained  13,500  shares of the Company's
Common Stock.  Additionally,  the Company assumed  obligations  under a $700,000
promissory note due in May 2007 incurred by  Relationserve in connection with an
acquisition.

The acquisition of  Relationserve  by the Company was accounted for as a reverse
merger because on a post-merger  basis,  the former  Relationserve  shareholders
hold a majority of the  outstanding  common stock of the Company on a voting and
fully diluted basis.  As a result,  Relationserve  was deemed to be the acquirer
for accounting  purposes.  Accordingly,  the consolidated  financial  statements
presented,  beginning  with the  period  ending  June  30,  2005,  are  those of
Relationserve  for all  periods  prior  to the  acquisition,  and the  financial
statements of the consolidated  companies from the acquisition date forward. The
historical  stockholders' deficit of Relationserve prior to the acquisition have
been retroactively  restated (a  recapitalization)  for the equivalent number of
shares received in the acquisition after giving effect to any differences in the
par value of the Company and  Relationserve's  common  stock,  with an offset to
additional paid-in capital. The restated  consolidated  retained earnings of the
accounting acquirer (RelationServe) are carried forward after the acquisition.

Effective  May 16,  2005,  Relationserve,  through its  wholly-owned  subsidiary
Relationserve Access, Inc., a Delaware company, purchased the assets and assumed
certain  liabilities of Omni Point Marketing,  LLC, a Florida limited  liability
company ("Omni Point"),  and through its  wholly-owned  subsidiary,  Friendsand,
Inc.,  a  Delaware  corporation  ("Friendsand")  acquired  all of the assets and
liabilities of Friendsand.com  LLC, a Delaware limited liability company.  These
companies were acquired for a combination of cash payments totaling $150,000,  a
two-year  promissory  note  payable in the  amount of  $700,000,  and  8,000,000
newly-issued common shares of RelationServe.

                                        2





                                            RELATIONSERVE MEDIA, INC. AND SUBSIDIARIES
                                               PRO FORMA CONSOLIDATED BALANCE SHEET
                                                          MARCH 31, 2005
                                                           (UNAUDITED)

                                            Relationserve
                                              Media, Inc.
                                         (formerly Chubasco Relationserve, Inc.            Pro forma Adjustments            Pro Forma
                                           Resources Corp.)  and Subsidiaries  AJE       Dr.        AJE      Cr.            Balances
                                         ------------------ ----------------------- -----------------------------------    -----------

              ASSETS
              ------

Current Assets:
    Cash                                      $  48,195        $   100,194    (3)   $ 995,027        (2)   $   198,195    $   945,221
    Accounts receivable, net                          -          1,517,092                  -                        -      1,517,092
    Prepaid expenses and other assets                 -             71,698                  -                        -         71,698
                                              ---------       ------------          ---------              -----------    ------------

    Total current assets                         48,195          1,688,984            995,027                  198,195      2,534,011
                                              ---------       ------------          ---------              -----------   ------------

Property and Equipment, net                           -            759,698                  -                        -        759,698

Intangibles, net                                      -          1,091,685                  -                        -      1,091,685
Other Assets                                          -            228,966                  -                        -        228,966
                                              ---------       ------------          ---------              -----------    ------------

    Total Assets                              $  48,195        $ 3,769,333          $ 995,027              $   198,195    $ 4,614,360
                                              =========       ============          =========              ===========    ============


LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------

Current Liabilities:
  Accounts payable                            $   4,432        $   608,008    (2)   $   4,432             $          -    $   608,008
  Accrued expenses                                    -            321,280                  -        (5)       212,696        533,976
  Accrued commissions                                 -            396,534                  -                        -        396,534
  Deferred rent                                       -            186,748                  -                        -        186,748
  Customer deposits                                   -            264,213                  -                        -        264,213
                                              ---------        -----------          ---------             ------------    ------------

    Total current liabilities                     4,432          1,776,783              4,432                  212,696      1,989,479

LONG-TERM NOTE PAYABLE                                -                  -                  -                  700,000        700,000
                                              ---------       ------------         ----------             ------------    ------------

    Total liabilities                             4,432          1,776,783              4,432                  912,696      2,689,479
                                              ---------        -----------         ----------             ------------   -------------

SHAREHOLDERS' EQUITY:
 Common stock ($.001  Par value; 90,000,000
  share authorized); 10,016,500 shares issued
  and outstanding (pre-merger) and 16,542,500
  shares issued and outstanding (pro forma)      10,017                  -    (1)       6,800 (2)(3) (4)       13,326          16,543
Paid-in Capital                                  91,708          2,180,220    (2)     963,726 (1)(3) (4)    2,050,502       3,358,704
Retained earnings                               (60,035)          (187,670)   (5)     212,696        (2)       60,035        (400,366)
Other comprehensive income                        2,073                       (2)       2,073                                       -
Less: Deferred compensation                           -                  -    (4)   1,050,000                       -      (1,050,000)
                                              ---------        -----------         ----------             -----------    -------------

    Total shareholders' equity                   43,763          1,992,550          2,235,295               2,123,863       1,924,881
                                              ---------        -----------         ----------             -----------    -------------

    Total liabilities and
       shareholders' equity                   $  48,195        $ 3,769,333         $2,239,727             $ 3,036,559     $ 4,614,360
                                              =========        ===========         ==========             ===========     ============


                                     See notes to pro forma consolidated financial statements


                                        3




                                            RELATIONSERVE MEDIA, INC. AND SUBSIDIARIES
                                          PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                            FOR THE THREE MONTHS ENDED MARCH 31, 2005
                                                           (UNAUDITED)

                                         Relationserve
                                          Media, Inc.
                                       (formerly Chubasco  Relationserve, Inc.         Pro forma Adjustments          Pro Forma
                                       Resources Corp.)     and Subsidiaries    AJE   Dr.      AJE         Cr.         Balances
                                       -----------------   ------------------------- --------------------------      ----------




Revenues, net                           $       -              $ 2,691,670      (3)  $       -        $       -       $ 2,691,670

Cost of revenue                                 -                  355,551                   -                -           355,551
                                        -----------          -------------           ---------        ---------       -----------

    Gross Profit                                -                2,336,119                   -                -         2,336,119
                                        -----------          -------------           ---------        ---------       -----------

Selling Expenses:
  Salaries and commissions                      -                  709,546                   -                -           709,546
  Advertising and trade shows                   -                  135,853                   -                -           135,853
                                       -----------           -------------           ---------        ---------       -----------

                                                -                  845,399                   -                -           845,399
                                       -----------           -------------           ---------        ---------       -----------

General and Administrative Expenses:
  Bad debt                                      -                  300,401                   -                -           300,401
  Salaries                                      -                  129,989                   -                -           129,989
  Depreciation and amortization                 -                  160,291                   -                -           160,291
  Professional fees                         9,589                   22,443                   -            9,589            22,443
  Rent and occupancy                            -                   56,716                   -                -            56,716
  Other general and administrative          5,907                  261,154                   -            5,907           261,154
                                       -----------           -------------           ---------        ---------       -----------

                                           15,496                  930,994                   -           15,496           930,994
                                       -----------           -------------           ---------        ---------       -----------

Income (Loss) from operations             (15,496)                 559,726                   -          (15,496)          559,726

Provision for income taxes                      -                                      212,696                -          (212,696)
                                       -----------           -------------           ---------        ---------       ------------

  Net Income (Loss)                     $ (15,496)               $ 559,726           $ 212,696        $ (15,496)       $  347,030
                                       ===========           =============           =========        ==========      ============

            See notes to pro forma consolidated financial statements


                                        4




                   RELATIONSERVE MEDIA, INC. AND SUBSIDIARIES
                NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The  adjustments  to the  unaudited pro forma balance sheet as of March 31, 2005
reflect the issuance of 12,001,000  shares of the Company's common stock for the
acquisition of all of the outstanding  common stock of  Relationserve,  Inc. and
Subsidiaries,  the return and cancellation of 6,800,00 shares of common stock of
a former officer,  the issuance of 200,000 and 850,000 shares of common stock by
the Company and certain  shareholders of the Company for services to be rendered
in the future,  respectively,  the sale of  1,125,000  shares of common  under a
private placement memorandum, the payment of cash of $150,000 and the assumption
of a $700,000  note  payable and that the  transaction  occurred as of March 31,
2005 and are as follows:

(1)      To reflect the return and cancellation of 6,800,000 common shares.

(2)      To reflect the issuance of 12,001,000  shares of the  Company's  common
stock  for  the  acquisition  of  all  of  the  outstanding   capital  stock  of
Relationserve,  Inc., a Delaware corporation and Subsidiaries ("Relationserve"),
the payment of $150,000 in cash,  and the  recording of a $700,000 note payable.
Additionally,   the  Company   reflected  the  distribution  of  net  assets  of
Relationserve Media, Inc. prior to acquisition,  which at March 31, 2005 was the
payment of accounts  payable of $4,432 and the  distribution of cash of $48,195.
For financial  accounting  purposes,  the exchange of stock will be treated as a
recapitalization  of Relationserve  Media,  Inc.  (formerly  Chubasco  Resources
Corp.)  with the former  shareholders  of the  Company  retaining  13,500 of the
outstanding stock.

(3)      To reflect the sale of 1,125,000 shares on common stock under a private
placement memorandum for net proceeds of $995,027.

(4)      To reflect the  issuance of 200,000  shares of the Company for services
rendered.  Additionally,  to reflect the  transfer  of 850,000  shares of common
stock by certain shareholders to a consultant for services to be rendered in the
future

(5)      To reflect a provision for income taxes at effective tax rate of 38%.

Unaudited Pro Forma adjustments reflect the following transaction:

(1)
Common stock                                                              6,800
    Paid in Capital                                                                   6,800
To reflect the return and  cancellation  of 6,800,000
    shares of common stock in connection with merger

(2)

(a)
Accounts payable                                                          4,432
Additional paid in capital                                              101,725
Other comprehensive income                                                2,073
    Cash                                                                             48,195
    Retained earnings                                                                60,035
(b)
Additional paid in capital                                              862,001
    Common stock, at par                                                             12,001
    Cash                                                                            150,000
    Note payable                                                                    700,000

(a)  To   reflect   the   distribution   of  the  net  assets  of
Relationserve  Media,  Inc.  (formerly  Chubasco  Resource Corp.)
prior to the  merger  and to  reclassify  accumulated  deficit to
additional paid in capital.

(b) To reflect the  recapitalization of the Company, the issuance
of 12,001,000  shares of common stock in connection  with reverse
merger,  the payment of $150,000 in cash, and the assumption of a
$700,000 note payable,

(3)
Cash                                                                    995,027
    Common stock                                                                      1,125
    Additional Paid-in Capital                                                      993,902

To reflect  sale of 1,125,000  shares on common stock under
 a private  placement for proceeds of $995,027


                                        5




                   RELATIONSERVE MEDIA, INC. AND SUBSIDIARIES
                NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS


(4)
Deferred Compensation                                                 1,050,000
    Common stock                                                                       200
    Additional Paid-in Capital                                                   1,049,800


To  reflect the issuance of 200,000 shares of common stock by the
    Company at $1.00 per share and to  reflect  the  transfer  of
    850,000 shares of common stock by certain  shareholders  to a
    consultant  for services to be rendered in the future  valued
    at a fair market value of $1.00 per share

(5)
Provision  for income  taxes                                            212,696
  Accrued  expenses                                                                    212,696
To reflect provision for income taxes at effective tax rate of 38%


                                        6