UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________FORM 10-KSB___________________________ ýANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2005  ̈TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission file number: 0-32267  SPECIALIZED
SERVICES, INC.(Exact Name Of Registrant
As Specified In Its Charter) Michigan
    38-2781857(State of Incorporation)
    (I.R.S. Employer
    Identification No.)23077 Greenfield Road, Suite 470,
    Southfield, MI
    48075(Address of Principal Executive Offices)
    (ZIP Code) Registrant's Telephone Number, Including Area Code:
(248) 557-1030 Securities
Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001 Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ̈Nox Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  ̈No x Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant's knowledge, in
the definitive proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. ̈ On October 4, 2007,
the Registrant had 36,300,000 shares of common stock outstanding. On October 4, 2007, the
aggregate market value of the 7,310,000 common stock held by non-affiliates of the
Registrant was approximately $73,100. Indicate by check
    mark whether the registrant is a large accelerated filer, an accelerated filer, or a
    non-accelerated filer.Large
    accelerated filer  ̈
    Accelerated filer  ̈
    Non-accelerated
    filerx




TABLE OF CONTENTS

Item
    
    Description
    
    Page**PART I**ITEM 1.
    
    DESCRIPTION
    OF BUSINESS
    
    
    3ITEM 2.
    
    DESCRIPTION
    OF PROPERTY
    
    
    9ITEM 3.
    
    LEGAL
    PROCEEDINGS
    
    
    9ITEM 4.
    
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    9**PART II**ITEM 5.
    
    MARKET
    FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    
    
    10ITEM 6.
    
    MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION
    
    
    11ITEM 7.
    
    FINANCIAL
    STATEMENTS
    
    
    14ITEM 8.
    
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    15ITEM 8.A
    
    CONTROLS
    AND PROCEDURES
    
    
    15ITEM 8.B
    
    OTHER
    INFORMATION
    
    
    15**PART III**ITEM 9.
    
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)
    
    
    15ITEM 10.
    
    EXECUTIVE
    COMPENSATION
    
    
    18ITEM 11.
    
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    19ITEM 12.
    
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    19ITEM 13.
    
    EXHIBITS
    AND REPORTS ON FORM 8-K
    
    
    20ITEM 14.
    
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES
    
    
    20




**Forward-Looking Statements and Associated
Risks**

The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for certain forward-looking statements. Some of the statements
contained in this annual report of Specialized Services, Inc. (hereinafter the
"Company", "We" or the "Registrant") discuss future
expectations, contain projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this annual report on Form
10-KSB that are not historical facts (including without limitation statements to the
effect that we "believe," "expect," "anticipate,"
"plan," "intend," "foresee," or other similar expressions)
and are forward-looking statements. These forward-looking statements are based on our
current expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us will be
those anticipated by us. All comments concerning our expectations for future revenue and
operating results are based on our forecasts of our plan of operation and do not include
the potential impact of any future acquisitions or operations. These forward-looking
statements involve significant risks and uncertainties (some of which are beyond our
control) and assumptions. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements. For a more detailed
discussion of the foregoing risks and uncertainties, see "Risk Factors". PART I ITEM 1. DESCRIPTION OF BUSINESSBack to Table of Contents **The Business of  Specialized Services**

Specialized Service Inc., was founded in January 1988 as a Michigan
s-corporation and in 2005 changed to a c-corporation. The Company is in the fuel services
distribution business, principally to its truck fleet customers ("Fuel
Services"). Through our distribution group, we negotiate with fuel providers, such as
truck stops across the United States,  for volume discounts for our fleet customers.
The Company also negotiates with its truck fleet customers,  based upon their fuel
use requirements and committed volume needs, in order to provide the best prices
discounts. The Fuel Services provided by the Company include coordination of our truck
stop directory with negotiated pricing with truck stops and cost per gallon on a cost plus
basis or a discount at point of sale, together with use of a fuel credit card provided by
a third party biller. These cards are made available to fleet truck drivers, so that over
the road purchases of fuel can be tracked, volume commitments and discounts evaluated and
efficiencies provided to our customers and increased truck flow to the truck stop
providers of fuel. In the fiscal years ended December 31, 2005 and December 31, 2004, we
gross billings of  28,9
million and $35.6 million, respectively. Distribution of fuel
product represented approximately 80% of gross billings in 2005 and approximately 87% of
gross billings in 2004. We have established a tracking system to monitor fuels
costs across the US, because of the substantial variation and constant fluctuation of fuel
costs. Our Fuel Services program determines the amounts due our trucking company
customers, based upon invoices from all truck stops, collection of rebates earned by our
trucking fleets, for which we are paid a monthly fee that we negotiate. We believe our
Fuel Services program and the initiatives we have implemented have lowered our cost
structure, improved the economics we can offer our truck fleet customers and strengthened
our ability to add to our services program. The Company's Business Strategy Since its inception, the Company's strategy has been to grow as a Fuel
Services provider to truck fleet customers in the US. The Company seeks to continue to
expand its position as a regional leader in servicing fuel distribution and in offering
enhanced services to the fuel user industry.

Our business strategy is to use our competitive strengths to achieve
sales and earnings growth. As principal elements of our strategy, we intend to:

Grow Sales to New Fuel Users: We are moving beyond our historic market of truck fleets
    principally in the Midwest and have targeted two key growth sectors. First, we are
    focusing on branding our Fuel Services program for retailers, including highway stations
    and truck stops nationally, which have demonstrated significant sales volume. Second, we
    are concentrating on neighborhood retailers such as independent gas stations.
  Grow Related Services: Develop a network of diesel fuel distribution to 160 major
    markets in the US utilizing our established Fuel Services network and programs; Establish
    an in-transit service of providing truck tire, wheel and battery repairs across the US and
    Canada; Offer truck freight brokerage services for freight; and Offer pre-paid fuel cards
    for major suppliers of truck fuel nationally.
  Continue to Improve Working Capital Management and Reduce Costs: We intend to improve
    our working capital management primarily by improving our turnover rates. To do this, we
    will continue to improve procurement management practices, further develop our central
    procurement operations, improve ad forecasting with our customers, effectively manage
    alternative channels of fuel product sourcing, invest in systems enhancements and invest
    in expanding our tanker truck fleet. In addition, to strengthen our position as a low-cost
    distributor of fuel products, we have instituted a "culture of thrift" among our
    employees and developed initiatives to reduce our expenses through our low cost pursuit
    program.Competition

The markets in which we operate are highly competitive. We
compete in our Fuel Service business and several of other services against many companies
in fragmented, highly competitive markets and we have fewer resources than some of those
companies. Our business competes in the area of fuel distribution principally on the basis
of the following factors: service quality, reputation, technical expertise and reliable
service. Competitive pressure and other factors could cause us additional difficulties in
acquiring market share or could result in decreases in our margins, either of which could
have a material adverse effect on our financial position and results of operations.

The Company believes it has the following competitive
strength:

Low-Cost, High-Volume Distribution System:

We have established our Fuel Services program as a services capable of
providing truck fleets with cost savings based upon high volume nationally, together with
the means to track costs, savings and usage, through our third party billing card. With
high volume comes the opportunity to operate more efficiently by leveraging costs. Our
efficient and productive operations have enhanced our ability to provide customers with
competitive pricing of their fuel product needs which advantage improves customer
acquisition and retention.

Efficient Centralized Purchasing:

Management decisions and vendor negotiations provide customers with
cost savings for their fuel products, which services are from our centralized location
dealing with the Company for a fee. We believe our customer support center is one of the
largest volume-buying locations of fuel products in tour markets. Centralized purchasing
generates economies of scale because it enables us in one location to contract for the
purchase of fuel products more efficiently by eliminating redundancy involved in
purchasing through multiple locations, which we believe increases our leverage with
wholesale fuel providers. We believe that our centralized purchasing capabilities are
valuable to our customers, the truck fleets which operate nationally.

Diverse Distribution  Base:

We have arrangements with fuel distributors at approximately 3,000 fuel
stations under a wide variety of formats across the United States. Further, we provide our
Fuel Services program to approximately 12 truck fleet customers.

Successful Price Strategy: We negotiate with fuel providers, typically
truck stocks, to keep fleet prices for fuel products low by leveraging our existing
distribution and wholesale purchasing capabilities and maintaining a lower cost structure
associated with operating these distribution networks. We believe this strategy will
become increasingly profitable because we focus on high-turnover, employ flow-through
distribution methods that eliminate product storage operating costs and handling expense.

Many of our competitors have achieved significant national brand name
recognition as fuel distributors and have extensive promotional programs. Our Fuel
Services program uses equipment and technology that is widely available. Accordingly,
barriers to entry, apart from capital availability, are low in our business, and the
entrance of new competitors into the fuel distribution market may reduce our ability to
capture improving profit margins. However, we believe that our comprehensive Fuel Services
program, which includes pre-negotiated fuel discounts from wholesalers/retailers based
upon volume commitments and pre-negotiated customer base with fleet truck operators
nationally, provides advantages to both the supplier and the customer at reasonable costs.
The Company's ability to compete successfully will depend on our success at retaining
current customers and penetrating new targeted markets. There can be no assurance that the
Company will be able to compete successfully, that its services will continue to meet with
customer approval, that competitors will not develop and market their distribution
services that are similar or superior to our services or that the Company will be able to
successfully enhance its services.
Principal Suppliers

The Company has contractual arrangements with over 8 fuel distribution centers, many of
which operate multiple truck stops and other similar facilities nationally. The Company
does not believe that it is dependent upon any single fuel distributor.

**Dependence on Major Customers**

The Company does not depend on any major customers other than Churchill
of Detroit, B & W Interstate and Cimarron Transportation, which accounted for 22%, 23%
and 7% of our revenues during the past year.

Employees

As of October 4, 2007, the Company had 7 full time employees
including its executive officers. No employees are covered by a collective bargaining
agreement. The Company's management considers relations with its employees to be
satisfactory.

Risk Factors

Investing in our common stock will provide an investor with an equity
ownership interest. Shareholders will be subject to risks inherent in our business. The
performance of our shares will reflect the performance of our business relative to, among
other things, general economic and industry conditions, market conditions and competition.
The value of the investment may increase or decrease and could result in a loss. An
investor should carefully consider the following factors as well as other information
contained in this annual report on Form 10-KSB.



This annual report on Form 10-KSB also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result of many
factors, including the risk factors described below and the other factors described
elsewhere in this Form 10-KSB.

RISK FACTORS RELATED TO OUR BUSINESS

Increasing costs of truck fuel directly affects our costs and may
negatively impact our margins.
The fuel distribution business in which we operate relies upon the ability to negotiate
cost savings from truck fuel distribution centers fulfill distribution requirements to our
retail customers, which include truck stops, gas stations and other gas retailers. The
recent steep increase in the cost of automotive/truck fuel including gasoline and diesel
fuel has increased our operating expenses and reduced our profit margins. If the
strategies we have developed in response to these changing market conditions are not
successful, it could harm our financial condition and business prospects.

The fuel distribution business is a low-margin business and is
sensitive to economic conditions.
Substantially all of the revenues we derive are from the distribution of fuel products
that we buy from regional refiners and larger third party distributors, which we sell to
retailers of fuel products for the automotive/truck industry. Our business is highly
competitive and discounts are required in order to secure and maintain customers for our
fuel distribution services. This industry is characterized by a high volume of sales with
relatively low profit margins. A significant portion of our sales are at prices that are
based on product cost plus a percentage markup. Consequently, our results of operations
may be negatively impacted when fuel prices fluctuate in ways that we do not anticipate.
The fuel distribution industry is also sensitive to national and regional economic
conditions, and the demand for our fuel products may be adversely affected from time to
time by economic downturns. Additionally, our distribution business is sensitive to
increases in fuel and other transportation-related costs.

Because we are engaged in the fuel service distribution business, we
may face the risks associated with environmental damages that may occur.
Notwithstanding the fact that we do not take take possession of and do not deliver fuel,
our services and operations may be subject to various laws, regulations and judicial and
administrative orders concerning protection of the environment and human health, including
provisions regarding the transportation, storage, distribution, disposal or discharge of
certain materials. We cannot assure you that environmental regulations may not be adopted
that impact our procedures or potentially increase liability to limit environmental
damages.  If such regulations are adopted, they would also apply to others in our
industry, but we cannot determine whether we will be readily able to comply with new but
unanticipated regulations of the U.S. Environmental Protection Agency and by similar state
agencies. In the event that claims are asserted against us for environmental damages,
whether or not we are found to be liable, we could be materially adversely affected
because of the costs associated with defending against any environmental claims.

Dependence upon affiliate for funding
The Registrant is dependent upon the funding from its chief executive officer and the
Company's ability to arrange a revolving credit line. We may need additional financing in
order to expend our fuel distribution services. There can be no assurance that additional
financing will be available at terms and conditions acceptable to the Company.
We may experience adverse impacts on our results of operations
as a result of adopting new accounting standards or interpretations.Our implementation of and compliance with changes in accounting rules, including new
accounting rules and interpretations, could adversely affect our operating results or
cause unanticipated fluctuations in our operating results in future periods. For example,
we will be required by the Sarbanes-Oxley Act of 2002 to begin filing an annual report on
the effectiveness of our internal controls. Although we believe our internal controls are
operating effectively, and we have committed internal resources to ensure compliance, we
cannot guarantee that we will not have any material weaknesses as reported by our auditors
and such determination could materially adversely affect our business.

CompetitionWhile we believe that we are competitive and haveestablished presence in the market
in which we operate. We may face significant competition in our efforts to market and sell
our new Fuel Services. Further we could face competition from our customers, if they
determine to directly negotiate with fuel providers. Many of our customersare well-established and possess far greater financial, human and
other resources than does theRegistrant.

We will compete against many companies in fragmented,
highly competitive markets and we have fewer resources than some of those companies. Our
business sectors compete principally on the basis of the following factors: quality of
service; establishing and maintaining relationships with fuel providers for our customer;
expertise, reputation and efficiency. Competitive pressures, including those described
above, and other factors could cause us additional difficulties in acquiring market share
or could result in decreases in margins, which are already low, could have a material
adverse effect on our financial position and results of operations. From time to time, the
intensity of competition results in price discounting in a particular industry or region.
Such price discounting puts pressure on margins and can negatively impact operating
profit.

We rely heavily on fuel commodities in our distribution
business and price fluctuations can have a material and adverse affect on the cost
structure of our business
We are exposed to fluctuations in market prices for various fuels. The rising price of
fuel can have an impact on our cost structure. At this time, we are unable to predict the
potential impact of future increases in fuel commodity costs on the cost of our
distribution business, or our ability, if any, to increase the selling price of our
services to cover such costs. We have not established arrangements to hedge rising fuel
commodity prices and, where possible, to limit near-term exposure to fluctuations in fuel
prices. As a result, the cost to distributing fuel may rise at a time when we are unable
to increase the selling price of such products.

A disruption or termination of our relationships with
certain suppliers could have a material adverse effect on our operations 
Disruption or termination of supplier relationships could have a material adverse effect
on our Fuel Service operations. It may be difficult and we would be materially adversely
affected if we had to develop entirely new relationships with truck stops, our major
source of fuel for our customers, as fleet truck drivers are typically loyal customers of
particular facilities. We believe that alternative sources could be obtained, if
necessary, but the inability to obtain sufficient quantities or the need to develop
alternative sources, and retain our customers, if and as required in the future, could
result in delays or reductions in volume which in turn may have an adverse effect on our
operating results and customer relationships.
Actual results could differ from the
estimates and assumptions that we use to prepare our financial statementsTo prepare financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions, as of the date of
the financial statements, which affect the reported values of assets, liabilities,
revenues and expenses and disclosures of contingent assets and liabilities. Areas
requiring significant estimates by our management include: contract costs and profits and
revenue recognition; increasing fuel costs further narrowing our margins; continued
acceptance of our Fuel Services program and new initiatives.Our dependence on one or a few customers could adversely affect usThe Company has been dependent upon its ability to market its service to a limited
number of major fleet truck customers.If any of these major customers terminated
its relationship with the Company, whether as the result of advances by competitors, or
otherwise, the business operations and financial condition of the Company could be
adversely effected.

Our failure to attract and retain qualified personnel, including key
officers, could have an adverse effect on usOur ability to attract and retain qualified personnel, and other professional
personnel in accordance with our needs is an important factor in determining our future
success. Our ability to be successful depends in part on our ability to attract and retain
skilled laborers in our businesses. Demand for these workers can at times be high and the
supply extremely limited. Our success is also highly dependent upon the continued services
of our key officers, David E. Joseph, our Chairman and CEO. We have no "key" man
insurance on the lives of any executive officer.

We may need additional capital to fund our operationsOur cash reserves may not be adequate to cover our costs of operations. We expect to
fund our general operations and marketing activities for the next twelve months with our
current cash reserves and the funding provided or arranged for us by our officers or
affiliates. However, unexpected expenses or increases in costs may arise. There is no
assurance we can raise the additional capital if needed. If additional funds are required
we may be required to sell our securities or seek debt financing, but there can be no
assurance that such financing will be at terms satisfactory to us.

Terrorist attacks and other acts of violence or war may affect the
markets in which we operate, our operations and our margins.
Terrorist attacks may negatively affect our operations because they would invariably
increase the cost of fuel, reduce the transportation industry generally and on fleet truck
operators specifically. There can be no assurance that there will not be further terrorist
attacks against the United States or U.S. businesses. Potential targets for terrorist
attacks include the fuel refineries, fuel storage facilities and fuel tanker trucks. These
attacks or armed conflicts may directly impact fuel tanker trucks or the facilities of our
suppliers or customers. Furthermore, these attacks may make travel and the transportation
of our fuel supplies more difficult and more expensive and ultimately affect our sales.
The consequences of any of uncertainties are unpredictable, and we may not be able to
foresee events that could have an adverse effect on our business or your investment. More
generally, any of these events could cause consumer confidence and spending to decrease or
result in increased volatility in the United States and worldwide financial markets and
economy. They also could result in economic recession in the United States or abroad. Any
of these occurrences could have a significant impact on our operating results, revenues
and costs and may result in the volatility of the market price for our securities and on
the future price of our securities.

RISK FACTORS RELATED TO MARKET OF OUR COMMON STOCK

You cannot be sure that an active trading market will develop or be
sustained for our common stock.Before the merger of SSI with and into Fifth Avenue Acquisition II Corp., there was no
established trading market for the shares of common stock of the Registrant. We intend to
make application to the OTC bulletin board to have our shares become eligible for
quotation and there can be no assurance that such application will be successful, or the
time that this process may require. Further, in the event that we are successful in being
listed on the OTCBB, there can be no assurance regarding the market price of our shares.
In addition, the liquidity of any trading market in the shares, and the market price
quoted for the shares, may be adversely affected by changes in the overall market for
securities generally and by changes in our financial performance or prospects for
companies in our industry generally. As a result, you cannot be sure that an active
trading market will develop or be sustained for our shares.

There is no Active Trading Market for our Common StockOur common stock issubject
to quotation onthe Pinksheets . There can be no assurance that an active trading market will
commence in our securities as a result of
being a reporting company.Further, in the event
that an active trading market commences, there can be no assurance as to the level of any
market price of our shares of common stock, whether any trading market will provide
liquidity to investors, or whether any trading market will be sustained.

State Blue Sky Registration; Potential Limitations on Resale of our SecuritiesThe class of common stock registered under the Exchange Act has not been registered for
resale under the Act or the "blue sky" laws of any state. The holders of such
shares and persons who desire to purchase them in any trading market that might develop in
the future, should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to resell our securities. Accordingly, investors should
consider the secondary market for the Company's securities to be a limited one.

It is the intention of the management to
seek coverage and publication of information regarding the Company in an accepted
publication which permits a manual exemption. This manual exemption permits a security to
be distributed in a particular state without being registered if the Company issuing the
security has a listing for that security in a securities manual recognized by the state.
However, it is not enough for the security to be listed in a recognized manual. The
listing entry must contain (1) the names of issuers, officers, and directors, (2) an
issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year
preceding the balance sheet or for the most recent fiscal year of operations. Furthermore,
the manual exemption is a nonissuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities.

Most of the accepted manuals
are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment
Service, and Best's Insurance Reports, and many states expressly recognize these manuals.
A smaller number of states declare that they "recognize securities manuals" but
do not specify the recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois,
Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Dividends UnlikelyWe do not expect to pay dividends for the foreseeable future. The payment of dividends, if
any, will be contingent upon our future revenues and earnings, capital requirements and
general financial condition. The payment of any dividends will be within the discretion of
our board of directors. It is ourintentionto retain all earningsfor use in the business operationsand accordingly, we do not anticipate that the Company will
declare any dividends in the foreseeable future.

Possible Issuance of Additional SecuritiesOur Articles of Incorporation authorize the issuance of100,000,000 shares of common stock, par value $0.0001 and10,000,000 shares of preferred
stock, par value $0.0001. At the date of filing thisForm
10-KSB, we have36,300,000shares of common stock issued and no preferred shares issued. We
may issue additional shares of common stock inconnection
with any future acquisitions of operating businesses or assets.To the extent that additional shares of common stock are issued,
our shareholders would experience dilution of their respective ownership interests in the
Company. The issuance of additional shares of common stock may adversely affect
the market price of our common stock and could impair our ability to raise capital
through the sale of our equity securities.

Compliance with Penny Stock RulesOur securities, if it becomes subject to quotation on any
trading market,will initially be considered a
"penny stock" as defined in the Exchange Act and the rules thereunder, since the
price of our shares of common stock islikely to beless than $5. Unless our common stockwillotherwisebeexcluded from the definition of
"penny stock," the penny stock rules apply with respect to that particular
security. The penny stock rules require a broker-dealer prior to a transaction in penny
stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the SEC that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its sales person in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from such
rules, must make a special written determination that the penny stock is suitable for the
purchaser and receive the purchaser's written agreement to the transaction. These
disclosure rules have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny stock rules. So long as the
common stock is subject to the penny stock rules, it may become more difficult to sell
such securities. Such requirements, if applicable, could additionally limit the level of
trading activity for our common stock and could make it more difficult for investors to
sell our common stock.

Shares eligible for future sale.
As of October 4, 2007, the Company had 36,300,000 shares of common stock issued and
outstanding. 7,310,000 of such shares are freely tradable in the public market (except by
affiliates of the Company) and 28,990,000 shares are "restricted" as that term
is defined under the Securities Act, and in the future may be sold in compliance with Rule
144 under the Securities Act. Rule 144 generally provides that a person holding restricted
securities for a period of one year may sell every three months in brokerage transactions
and/or market-maker transactions an amount equal to the greater of one percent (l%) of (a)
the Company's issued and outstanding Common Stock or (b) the average weekly trading volume
of the Common Stock during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without any quantity limitation
by a person who has not been an affiliate of the Company during the three months preceding
the sale and who has satisfied a two-year holding period. However, all of the current
shareholders of the Company owning 1% or more of the issued and outstanding Common Stock
are subject to Rule 144 limitations on selling. ITEM 2.
DESCRIPTION OF PROPERTIESBack to Table of Contents The Company has a lease on a 3,296 square foot industrial facility in Southfield, MI
that serves as its administrative and sales offices and center for its Fuel Services
distribution business. The monthly rent for this leased property is $4,120. This facility
has sufficient capacity to meet the Company's anticipated needs for the foreseeable
future. ITEM 3. LEGAL PROCEEDINGBack to Table of Contents  The Registrant's officers and directors are not aware of
any threatened or pending litigation to which the Registrant is a party or which any of
its property is the subject and which would have any material, adverse effect on the
Registrant. ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS Back to Table of Contents During the year ended December 31, 2005, no matters were
submitted to a vote of our security holders.




PART II ITEM 5.
MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERBack to Table of Contents (a) Market Price InformationThe Registrant's common stock
became subject to quotation on the Pinksheets under the symbol SPSV in February 2007. To
the best knowledge of the Registrant, there has been no liquid trading market for
approximately the past three years. The following table shows the high and low bid prices
for the Registrant's common stock during the last three fiscal years as reported by the
National Quotation Bureau Incorporated. These prices reflect inter-dealer quotations
without adjustments for retail markup, markdown or commission, and do not necessarily
represent actual transactions. **Fiscal
    2005**
    
    **Fiscal
    2004**
    
    **Fiscal
    2003****High**
    
    **Low**
    
    **High**
    
    **Low**
    
    **High**
    
    **Low**First Quarter ended December 31,
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00Second Quarter ended September 30,
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00Third Quarter ended June 30,
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00Fourth Quarter ended March 31,
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00
    
    $
    0.00 Approximate Number of Holders of Common Stock: On October 4, 2007, there
were approximately 35 shareholders of record of our common stock. **Dividend Policy** Holders of our common stock are entitled to dividends
when, as, and if declared by the Board of Directors, out of funds legally available
therefore. There are no restrictions in our articles of incorporation or by-laws that
restrict us from declaring dividends. **Equity Compensation Plans** In June 2005, the Company's board of directors approved
an employee incentive plan and issued 900,000 shares under such plan. ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL CONDITIONSBack to Table of Contents

The following discussion contains
forward-looking statements. Forward-looking statements give our current expectations or
forecasts of future events. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. They use of words such as
"anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," and other words and terms of
similar meaning in connection with any discussion of future operating or financial
performance. From time to time, we also may provide forward-looking statements in other
materials we release to the public.

The following discussion should be read in conjunction with our
financial statements and the related notes appearing elsewhere in this report.  The
following discussion contains forward-looking statements reflecting our plans, estimates
and beliefs.  Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to those discussed below and elsewhere in this report,
particularly in the section entitled "Risk Factors".
Gross Billings and Net Revenues

Gross billings for the year endedDecember 31, 2005 were
$28,939,215 compared to gross billings of $35,663,999 during the year ended December 31,
2004. The decrease in billings was principally a result of changes in the economic
environment and higher costs of fuel because of lower refinery production. Our direct
costs during 2005 were $28,654,469 compared to $35,310,661 in 2004. We had net revenues of
$284,746 in 2005 compared to net revenues of $353,338 in 2004.
General and administrative expenses

In 2005, general and administrative expenses totaled $304,261 compared
to $243,783 in 2004.
Operating Income (loss)

Our operating loss was $19,515 in 2005 compared to an operating income of $79,137 in
2004.

*Net Income*

Our net income in 2005 was $6,344 compared to $67,206 in 2004.

Liquidity and Capital Resources

Cash provided by operating activities during 2005 was $21,700
compared to cash provided by operating activities of $37,838 in 2004. During 2005 and
2004, the Company used $19,293 and $20,607, respectively, in financing activities
consisting mainly of utilizing existing credit lines.

There are no limitations in the
Company's articles of incorporation on the Company's ability to borrow funds or raise
funds through the issuance of restricted common stock. The Company's limited resources and
lack of having cash-generating business operations may make it difficult to borrow funds
or raise capital. The Company's limitations to borrow funds or raise funds through the
issuance of restricted capital stock may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to execute its business
plan. To the extent that debt financing ultimately proves to be available, any borrowing
will subject us to various risks traditionally associated with indebtedness, including the
risks of interest rate fluctuations and insufficiency of cash flow to pay principal and
interest.

*Off-Balance Sheet Arrangements*

As of December 31, 2005 we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the
Securities Act of 1934.  *Contractual
Obligations and Commitments* As of December 31, 200 5 we did not have any Contractual
Obligations and Commitments .

*Critical Accounting Policies* Basis of Accounting The Company uses the accrual basis of accounting for
financial statement reporting. Accordingly, revenues are recognized when products are
delivered and services are rendered, and expenses are recognized when the obligation is
incurred. The reported gross billings figure represents the total amount of fuel and
telecommunications products and services that were purchased from the Company during the
year by its customers. Cash and Cash Equivalents The Company considers certificates of deposit and other
highly liquid investments with original maturities of three months or less to be cash
equivalents. Property and Equipment Property and equipment are recorded at cost.
Depreciation expense is computed using straight-line and accelerated methods over the
estimated useful life of each asset. See Note 2. Fair Value of Financial Instruments The Companys financial instruments consist of cash
and cash equivalents. The carrying amount of these financial instruments approximates fair
value due either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements. Income Taxes The Company, with the consent of its stockholders, had
elected to be taxed as an S Corporation under the provisions of the Internal Revenue Code
for period prior to 2005. Instead of paying federal corporate income taxes, the
stockholders of an S Corporation are taxed individually on their proportionate share of
the Companys taxable income. In 2005, the Company revoked its S-election and began
paying tax as a C-corporation. The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes which
require the use of the liability method of accounting for income taxes. The Company does
not have deferred tax assets or liabilities at December 31, 2005. The Company is subject
to Michigan corporate income taxes. Use of Estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual results could differ
from those estimates. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. The Company
continually monitors its banking relationships and consequently has not experienced any
losses in such accounts. The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents. In addition, the Company extends credit to customers in
the normal course of business. The Company monitors the account receivable balances and
does not expect significant collection problems. Income Per Share Income per share has been calculated based on the
weighted average number of shares of common stock outstanding during the period. ITEM
7. FINANCIAL STATEMENTSBack to Table of Contents The Registrant's audited financial statements for the
fiscal years ended December 31, 2005 and December 31, 2004 are attached to this annual
report. Financial Statements ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSUREBack to Table of Contents Not applicable. ITEM 8A. CONTROLS AND PROCEDURESBack to Table of Contents Evaluation of disclosure controls and procedures As of December 31, 2005, the Company's chief executive
officer and chief financial officer conducted an evaluation regarding the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or
15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and
procedures, our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective as of the date of filing this annual
report applicable for the period covered by this report. Changes in internal controls. During the period covered by this report, no changes occurred in
our internal control over financial reporting that materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting. **ITEM 8B. OTHER INFORMATION**Back to Table of Contents None.




PART III ITEM
9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)Back to Table of Contents **Name**
    **Age**
    
    **Title**
    **Date
    Became Executive Officer**David E. Joseph
    60
    
    Chief Executive Officer, President and Chairman
    10/2005Michael B. Jackson
    54
    
    Chief Financial Officer, Vice
    President and Director
    10/2005Christopher Aldridge
    44
    
    COO and Director
    10/2006Dennis Davenport, Esq.
    60
    
    Corporate Counsel and Director
    08/2006 All of the officers have held these positions and/or directorships with
us since April 2005. Officers are not elected for a fixed term of office but hold office
until their successors have been elected. *David E. Joseph, CEO, President and Chairman* -
Mr. Joseph was one of the three founders of SSI in 2000. Prior to the organization of SSI,
Mr. Joseph was employed by Ford Motor Company, Dearborn, MI where he had positions of
increasing responsibility including supervisory and management positions. Mr. Joseph holds
an MBA degree in management from the University of Detroit and a B.A.A. degree in
accounting from the Detroit Institute of Technology. Mr. Joseph is a Board Member of the
Mitchell Ross Foundation and the Larry Doss Foundation and is Secretary of the Board of
Don Bosco Hall. *Michael B. Jackson, CFO, Vice President and Director*
- Mr. Jackson is also one of the three founders of SSI in 2000. Prior to the organization
of SSI, Mr. Jackson served as manager of credit for Meadowdale Foods, Inc., Detroit, MI,
where he implemented a program for improvement of internal financial reporting systems and
managed an inventory loan portfolio of $16 million, among other duties. From 1982 to 1985,
Mr. Jackson was an independent auditor for Commercial Services, Inc., Madison Heights, MI,
where he was responsible for insurance audits and risk assessment. Mr. Jackson holds a
B.A. in economics from Morehouse College, Atlanta, GA and and attended Dartmouth College,
Tuck School of Business, Hanover, NH in 1995-96. *Christopher B. Aldridge, COO and Director -*Mr. Aldridge became
the COO and a director of the Company in August 2006. Since May 2006, Mr. Aldridge is the
CEO of Good Faith Homes. From April 2004 to May 2005 Mr. Aldridge was an Executive Vice
President for FIMCO, a national mortgage company. Form October 2002 to April 2003, Mr.
Aldridge was the president of the Charter One Community Development Ban in Cleveland. Mr.
Aldridge graduated from Harvard College, Cambridge, MA with a B.A. in Economics and
graduated with a Juris Doctor from Wayne State University in 1993. *Dennis Davenport, Esq., Corporate Counsel and Director* - Prior
to joining the Company as counsel in 2006, Mr. Davenport owned and managed the Hawthorn
Suites Hotel in Southfiled, MI from 2002 to 2006. Mr. Davenport also owned and operated
two McDonald franchises from 1988 to 2001 in Michigan. Prior to owning and operating two
businesses he worked as staff attorney for General Motors from 1983 to 1988. Mr. Davenport
holds a Juris Doctor from the University of Michigan and holds a Master of Arts from the
Michigan State University.




ITEM 10.
EXECUTIVE COMPENSATIONBack to Table of Contents The following table contains the
executive compensation to the chief executive officer of the Company for the periods set
forth below. **Summary Compensation Table**Long TermAnnual Compensation
    Compensation AwardsOther
    Restricted
    SecuritiesAnnual
    Stock
    Underlying
    All OtherSalary
    Bonus
    Compensation
    Award(s)
    Options
    CompensationName and Principal Position
    
    Year
    ($)
    ($)
    ($)
    ($)
    ($)
    ($)David
    E. Joseph, CEO, President
    
    2005
    ---
    ---
    ---
    ---
    ---
    ---2004
    ---
    ---
    ---
    ---
    ---
    ---2003
    ---
    ---
    ---
    ---
    ---
    ---Michael
    B. Jackson, CFO, Vice President
    
    2005
    ---
    ---
    ---
    ---
    ---
    ---2004
    ---
    ---
    ---
    ---
    ---
    ---2003
    ---
    ---
    ---
    ---
    ---
    --- The Company has no employment
agreement with any of its officers and directors. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTBack to Table of Contents The table below discloses
any person (including any "group") who is known to the Registrant to be the
beneficial owner of more than five (5%) percent of the Registrant's voting securities. As
of October 4, 2007, the Registrant had36,300,000shares of common stock issued. **Title of Class**
    **Name and Address of Beneficial
    Owner**
    **Amount and Nature of Beneficial
    Owner**
    **Percent of Class**Common Stock
    David E. Joseph, CEO, President and Chairman
    23077 Greenfield Road, Suite 470
    Southfield, MI 48075
    5,900,000 shares
    16.25%Common Stock
    Michael B. Jackson, CFO, Vice President and Director
    900 Bunche Street
    Dothan, AL
    2,900,000 shares
    7.99%Common Stock
    Charles D. Davenport, Esq. Director
    23077 Greenfield Road, Suite 470
    Southfield, MI 48075
    4,200,000 shares
    11.57%Common Stock
    Christopher B. Aldridge, COO and Director
    23077 Greenfield Road, Suite 470
    Southfield, MI 48075
    1,700,000 shares
    4.68%Common Stock
    William, Gregory, Smith and Associates
    4248 Merck Road
    Wilson, NC 27893
    1,700,000 shares
    4.68%Common Stock
    All officers and directors as a group (2
    people)
    14,700,000 shares
    40.50% ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONSBack to Table of Contents None. ITEM
13. EXHIBITS AND REPORTS ON FORM 8-KBack to Table of Contents (a) The following documents are filed as exhibits to
this report on Form 10-KSB or incorporated by reference herein. Any document incorporated
by reference is identified by a parenthetical reference to the SEC filing that included
such document. **Exhibit No.**
    **Description**10.1
    Agreement and Plan of Merger
    between the Registrant and Specialized Services, Inc. filed with the Registrant's Form 8-K
    on October 5, 2005.31.1
    Certification of CEO pursuant
    to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31.2
    Certification of CFO pursuant
    to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32.1
    Certification of CEO pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.32.2
    Certification of CFO pursuant
    to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002. (b) Reports on Form 8-K During the Last Quarter of the Fiscal Year
Covered by this Report: The Registrant filed a Form 8-K during the last quarter of the fiscal
year covered by this annual report. On October 5, 2005, the Registrant filed a Form 8-K
with disclosure under Item 1.01: Entry into a Material Definitive Agreement; Item 5.01:
Changes in Control of Registrant; Item 5.02: Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers and Item 9.01: Financial
Statements and Exhibits. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESBack to Table of Contents Independent Public
Accountants
The Registrant's Board of Directors has appointed Maddox Ungar Silberstein, PLLC  as
independent public accountant for the fiscal year ending December 31, 2005 and Kahn Boyd
Levychin, Certified Public Accountants as independent public accountant for the fiscal
year ending December 31, 2004.  Principal Accounting Fees
The following table presents the fees for professional audit services rendered byKahn Boyd Levychin, Certified Public Accountants,for the audit of the Registrant's annual financial
statements for the year ended December 31, 2004 and ofMaddox Ungar
Silberstein, PLLCfor the year
ended December 31, 2005, and fees billed for other services rendered byKahn Boyd LevychinandMaddox Ungar Silberstein, PLLC, respectively during those periods.  Year EndedDecember 31,  2005
    
    
    December 31,  2004Audit fees
    (1)
    $
    7,500
    
    $
    11,000Audit-related fees (2)
    
    N/A
    
    
    N/ATax fees
    (3)
    
    N/A
    
    
    N/AAll other fees
    
    N/A
    
    
    N/A________________(1) Audit fees consist of
    audit and review services, consents and review of documents filed with the SEC.(2) Audit-related fees
    consist of assistance and discussion concerning financial accounting and reporting
    standards and other accounting issues.(3) Tax fees consist of
    preparation of federal and state tax returns, review of quarterly estimated tax payments,
    and consultation concerning tax compliance issues. Code of Ethics 
The Corporation has adopted a Code of Ethics that are designed to deter wrongdoing and to
promote honest and ethical conduct, full, fair, accurate, timely and understandable
disclosure in the Registrant's SEC reports and other public communications. The Code of
Ethics promotes compliance with applicable governmental laws, rules and regulations.   Section
16(a) Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the Registrant's
directors and executive officers, and persons who own beneficially more than ten percent
(10%) of the Registrant's Common Stock, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Copies of all filed reports are
required to be furnished to the Registrant pursuant to Section 16(a). Based solely on the
reports received by the Registrant and on written representations from reporting persons,
the Registrant was informed that its officers and directors have not filed all reports
required under Section 16(a).




SIGNATURESBack to Table
of Contents Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the date
indicated. /s/ David E. Joseph, CEO, President
    /s/ Michael B. Jackson, CFO(Principal Executive Officer)
    (Principal Financial Officer)Dated: October 4, 2007
    Dated: October 4, 2007




**Financial
Statements**Back to Table of Contents Report of Independent Registered Public Accounting Firm
    16Balance
    sheet
    17Statement
    of operations
    18Statement
    of changes in stockholders' deficit
    19Statement
    of cash flows
    20Notes to
    the financial statements
    21




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRMBack to Table of Contents Board of Directors
Specialized Services, Inc.
Southfield, Michigan We have audited the accompanying balance sheet of
Specialized Services, Inc. and subsidiaries as of December 31, 2005 and the related
consolidated statements of operations, changes in stockholders' (deficit) and cash flows
for the year then ended. 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 the standards
of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such
opinion. 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 audit provides a reasonable
basis for our opinion. In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial position of Specialized
Services, Inc. as of December 31, 2005, and the results of its operations and cash flows
for the year then ended in conformity with U.S. generally accepted accounting principles. Maddox Ungar Silberstein, PLLC
Bingham Farms, Michigan
September 9, 2007




SPECIALIZED SERVICES, INC.Back to Table of ContentsBALANCE SHEETAs of December 31, 2005ASSETSCurrent
    AssetsCash
    $
    5,287Accounts Receivable
    
    25,109Total
    Current Assets
    
    30,396Property
    and Equipment, Net
    
    163Other
    AssetsDeposits
    
    4,395TOTAL ASSETS
    $
    34,954LIABILITIES AND STOCKHOLDERS DEFICITCurrent
    liabilitiesAccrued Expenses and Taxes
    $
    31,069Loans Payable  Related Parties
    
    10,550Note Payable
    
    35,622Total Liabilities
    
    77,241Stockholders
    Deficit:Common Stock, $.0001 par value, 100,000,000 shares authorized, 21,998,000 shares issued
    and outstanding
    
    2,200Additional Paid in Capital
    
    24,048Accumulated Deficit
    
    (68,535)Total Stockholders Deficit
    
    (42,287)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    $
    34,954See
    accompanying notes to financial statements.




SPECIALIZED
    SERVICES, INC.Back to Table of ContentsSTATEMENT OF OPERATIONSYear ended December 31, 2005Gross Billings
    $
    28,939,215Direct Costs
    
    28,654,469Gross Profit
    
    284,746General and Administrative
    Expenses
    
    304,261Loss from Operations
    
    (19,515)Other Income (Expenses)
    
    27,208Net Income Before Taxes
    
    7,693Provision for Income Taxes
    
    1,349Net Income
    $
    6,344Net Income Per Share: Basic and
    Diluted
    $
    0.01Weighted Average Shares
    Outstanding: Basic and Diluted
    
    15,336,230See accompanying
    notes to financial statements.




SPECIALIZED SERVICES, INC.Back to Table of ContentsSTATEMENT OF CHANGES IN STOCKHOLDERS DEFICITYear Ended December 31, 2005Common StockShares
    
    Amount
    
    Additional Paid-in Capital
    
    Accumulated Deficit
    
    TotalBalance,
    January 1, 2005
    3,000
    $
    3,000
    $
    21,948
    $
    (72,879)
    $
    (45,931)Adjustment
    for Stock Split
    8,997,000
    
    (2,100)
    
    2,100
    
    -
    
    -Shares
    Issued
    12,998,000
    
    1,300
    
    -
    
    -
    
    1,300Distribution
    to Shareholders
    -
    
    -
    
    -
    
    (2,000)
    
    (2,000)Net
    Income for the Year
    -
    
    -
    
    -
    
    6,344
    
    6,344Balance, December 31, 2005
    21,998,000
    $
    2,200
    $
    24,048
    $
    (68,535)
    $
    (42,287)See
    accompanying notes to financial statements.




SPECIALIZED
    SERVICES. INC.Back to Table of ContentsSTATEMENT
    OF CASH FLOWSYear
    Ended December 31, 2005CASH FLOWS FROM OPERATING
    ACTIVITIESNet Income
    $
    6,344Adjustments to Reconcile Net
    Income to Cash Provided By Operating Activities:Depreciation and Amortization
    
    6,221Change in operating assets and
    liabilities:Decrease in Accounts Receivable
    
    82Increase in Accrued Expenses and
    Taxes
    
    9,053CASH FLOWS
    PROVIDED BY OPERATING ACTIVITIES
    
    21,700CASH FLOWS FROM INVESTING
    ACTIVITIESDistribution to Shareholders
    
    (2,000)CASH FLOWS
    USED IN INVESTING ACTIVITIES
    
    (2,000)CASH FLOWS FROM FINANCING
    ACTIVITIESProceeds from Issuance of Common
    Shares
    
    1,300Repayment of Line of Credit
    
    (5,293)Repayment of Loan Payable 
    Related Parties
    
    (15,300)CASH FLOWS
    USED IN FINANCING ACTIVITIES
    
    (19,293)NET INCREASE IN CASH
    
    407CASH, BEGINNING OF YEAR
    
    4,880CASH, END OF YEAR
    $
    5,287SUPPLEMENTAL CASH FLOW
    INFORMATIONInterest paid
    $
    3,605Income taxes paid
    $
    -See accompanying
    notes to financial statements.




SPECIALIZED SERVICES, INC.NOTES TO THE FINANCIAL STATEMENTSBack to Table of ContentsDecember 31, 2005 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES Nature of Business Specialized Services, Inc.
(the Company) was incorporated in Michigan in January, 1988. The Company
aggregates (bundles) fuel products and services, and delivers these products and services
to customers in a way that reduces the customers costs. In addition the Company has
a competitive local exchange carrier license to provide telecommunications services to
companies. On October 5, 2005, the Company
entered into an Agreement and Plan of Merger with and into Fifth Avenue Acquisition II
Corp., a publicly-traded shell company, with an effective date of October 6, 2005. The
Company is the successor reporting company. Basis of Accounting The Company uses the accrual
basis of accounting for financial statement reporting. Accordingly, revenues are
recognized when products are delivered and services are rendered, and expenses are
recognized when the obligation is incurred. The reported gross billings figure represents
the total amount of fuel and telecommunications products and services that were purchased
from the Company during the year by its customers. Cash and Cash Equivalents The Company considers
certificates of deposit and other highly liquid investments with original maturities of
three months or less to be cash equivalents. Property and Equipment Property and equipment are
recorded at cost. Depreciation expense is computed using straight-line and accelerated
methods over the estimated useful life of each asset. See Note 2. Fair Value of Financial
Instruments The Companys financial
instruments consist of cash and cash equivalents. The carrying amount of these financial
instruments approximates fair value due either to length of maturity or interest rates
that approximate prevailing market rates unless otherwise disclosed in these financial
statements. Income Taxes The Company, with the consent of
its stockholders, had elected to be taxed as an S Corporation under the provisions of the
Internal Revenue Code for period prior to 2005. Instead of paying federal corporate income
taxes, the stockholders of an S Corporation are taxed individually on their proportionate
share of the Companys taxable income. In 2005, the Company revoked its
S-election and began paying tax as a C-corporation. The Company accounts for income taxes
in accordance with Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes which require the use of the liability method of accounting for income taxes.
The Company does not have deferred tax assets or liabilities at December 31, 2005. The
Company is subject to Michigan corporate income taxes. Use of Estimates The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date the financial
statements and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Concentrations of Credit Risk The Company maintains its cash in
bank deposit accounts, the balances of which at times may exceed federally insured limits.
The Company continually monitors its banking relationships and consequently has not
experienced any losses in such accounts. The Company believes it is not exposed to any
significant credit risk on cash and cash equivalents. In addition, the Company extends
credit to customers in the normal course of business. The Company monitors the account
receivable balances and does not expect significant collection problems. Income Per Share Income per share has been
calculated based on the weighted average number of shares of common stock outstanding
during the period. NOTE 2  PROPERTY AND EQUIPMENT Property and equipment consisted of the following
at December 31, 2005: Machinery and equipment
    $
    186,902Furniture and fixtures
    
    25,793Transportation equipment
    
    21,494234,189Less: Accumulated depreciation
    
    234,026$
    163
 NOTE 3  LOANS PAYABLE  RELATED
PARTIES Loans payable to related parties
are due to officers for funds advanced to the Company for working capital and are
non-interest bearing and due upon demand. NOTE 4  LINE OF CREDIT PAYABLE The Company has a $100,000 unsecured line of
credit available with Franklin Bank, which is payable upon demand. The officers personally
guarantee borrowings under this line of credit. At December 31, 2005 $35,622 was owed
under this line of credit. Interest rates fluctuate based on the prime rate plus 3.25%.
The rate in effect at December 31, 2005 was 10.25%. Note 5  CAPITAL STOCK In May 2005, the Company changed its corporate
bylaws to authorize 100,000,000 shares of common stock at a par value of $.0001 and
10,000,000 shares of preferred stock at a par value of $.001. The Company also approved a
3000:1 split for existing common shareholders. In June 2005, the Company created an employee
incentive plan and issued 900,000 common shares to the plan. The Company also issued
9,000,000 shares to a company that will be providing services to it. In August 2005, the Company issued 2,000,000
common shares to three entities that provide services to the Company. In October 2005, the Company entered into a
merger agreement with Fifth Avenue Acquisition II, Inc. and issued 366,000 common shares
to each of the three principals of that entity. There were no preferred shares issued and
outstanding at December 31, 2005. NOTE 6  OPERATING LEASE The company rents its operating
facilities under a 5 year operating lease dated October 1, 2003. The future minimum rental
payments due under this lease were as follows at December 31, 2005: December 31, 2006
    $
    49,852December 31, 2007
    
    51,500December 31, 2008
    
    39,552
 NOTE 7  RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the FASB issued
SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB
Statements No. 133 and 140, to simplify and make more consistent the accounting for
certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, to permit fair value re-measurement for
any hybrid financial instrument with an embedded derivative that otherwise would require
bifurcation, provided that the whole instrument is accounted for on a fair value basis.
SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of
Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative
financial instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued
after the beginning of an entity's first fiscal year that begins after September 15, 2006.
with earlier application allowed. This standard is not expected to have a significant
effect on the Company's future reported financial position or results of operations. In March 2006, the FASBissuedSFASNo. 156, "Accounting
for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".This statement requires all separately recognized servicing assets and
servicing liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair value
reflected in earnings or the amortization and impairment requirements of Statement No.
140. The subsequent measurement of separately recognized servicing assets and servicing
liabilities at fair value eliminates the necessity for entities that manage the risks
inherent in servicing assets and servicing liabilities with derivatives to qualify for
hedge accounting treatment and eliminates the characterization of declines in fair value
as impairments or direct write-downs.SFAS No. 156is
effective for an entity's first fiscal year beginning after September 15, 2006.This
adoption of this statement is not expected to have a significant effect on the
Companys future reported financial position or results of operations. In June 2006, the Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 48,Accounting
for Uncertainty in Income Taxes (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in the Company's
financial statements in accordance with FASB Statement No. 109Accounting for
Income Taxes. FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement presented on a gross basis should be
disclosed, if significant. The guidance is effective for periods beginning after December
15, 2006. We present revenues net of taxes. EITF 06-3 will not impact the method for
recording these sales taxes in our financial statements. In September 2006, the FASB
issued FASB Statement No. 157,Fair Value Measurements (FAS
157), which addresses how companies should measure fair value when they are
required to use a fair value measure for recognition or disclosure purposes under
generally accepted accounting principles. The FASB believes that the new standard will
make the measurement of fair value more consistent and comparable and improve disclosures
about those measures. FAS 157 is effective for fiscal years beginning after November 15,
2007. The Company is currently evaluating the requirements and impact of FAS 157 on the
Company's consolidated financial statements, and will adopt the provisions on January 1,
2008. FAS 157 is not expected to have a material impact on the Company's financial
statements. In September 2006, the SEC issued
Staff Accounting Bulletin 108 (SAB 108), which expresses the Staff's
views regarding the process of quantifying financial statement misstatements. The bulletin
was effective at fiscal year-end 2006. The implementation of this bulletin had no impact
on the Company's results of operations, cash flows or financial position.




Report
    of Independent Registered Public Accounting Firm
    16Financial statementsBalance
    sheets
    17Statements
    of operations during the development stage
    18Statements
    of changes in stockholders' deficit during the development stage
    19Statements
    of cash flows during the development stage
    20Notes
    to the consolidated financial statements
    21




**Registered
Independent Auditors' Report** Back to Table of Contents  To the Board of Directors and Stockholders
Specialized Services, Inc.
Southfield, Michigan We have audited the accompanying balance sheets of Specialized Services,
Inc. as of December 31, 2004 and 2003, and the related statements of operations, changes
in stockholders deficit, and cash flows for the years then ended. 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 audits. We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Specialized Services, Inc. as
of December 31, 2004 and 2003, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted in the
United States of America. KBL, LLP
Certified Public Accountants May 27, 2005




SPECIALIZED SERVICES, INC.Balance SheetsDecember
    31, 2004 and 2003Back to Table of Contents****
    
    **2004**
    
    **2003**ASSETSCurrent assetsCash and cash
    equivalents
    $
    4,880
    $
    12,727Accounts receivable
    
    25,191
    
    3,583Total
    current assets
    
    30,071
    
    16,310Property and equipmentMachinery and
    equipment
    
    186,902
    
    186,902Furniture and
    fixtures
    
    25,793
    
    25,793Transportation
    equipment
    
    21,494
    
    21,494234,189
    
    234,189Less accumulated depreciation
    
    227,805
    
    221,584Net
    property and equipment
    
    6,384
    
    12,605Other assetsSecurity deposit
    
    4,395
    
    4,924Total
    other assets
    
    4,395
    
    4,924**Total assets**
    $
    40,850
    $
    33,839LIABILITIES
    AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts and
    accrued expenses payable
    
    11,856
    
    29,847Payroll and other
    taxes payable
    
    10,160
    
    6,150Officers' loan
    payable
    
    25,850
    
    39,000Line of credit
    payable
    
    40,915
    
    48,372Total current liabilities
    
    88,781
    
    123,369**Total liabilities**
    
    88,781
    
    123,369Stockholders' deficit:Common stock, $1
    par value; 50,000,000 shares authorized;3,000
    shares issued and outstanding, respectively
    
    3,000
    
    3,000Additional paid-in
    capital
    
    21,948
    
    21,948Accumulated deficit
    
    (72,879)
    
    (114,478)Total
    stockholders' deficit
    
    (47,879)
    
    (89,530)**Total liabilities and stockholders' equity**
    $
    40,850
    $
    33,839The auditors'
    report, the summary of significant accounting policies, and the accompanying notes to the
    financial statements.




SPECIALIZED SERVICES, INC.Statements of OperationsFor the Years Ended December 31, 2004 and 2003Back to Table of Contents**2004**
    
    **2003**Gross
    billings
    $
    35,663,999
    $
    53,503,288Direct
    costs
    
    35,310,661
    
    52,851,362Net
    revenues
    
    353,338
    
    651,926Operating
    expenses:General and administrative
    
    243,783
    
    400,003Professional fees
    
    30,418
    
    89,824Miscellaneous expenses
    
    -
    
    10,426Total
    operating expenses
    
    274,201
    
    500,253**Income from operations**
    
    79,137
    
    151,673Other
    income (expenses):Interest income
    
    4
    
    78Interest expense
    
    (3,568)
    
    (4,383)Total other
    income (expenses)
    
    (3,564)
    
    (4,305)Income
    before provision for income taxes
    
    75,573
    
    147,368Provision
    for income taxes
    
    8,367
    
    5,191**Net income**
    $
    67,206
    $
    142,177The auditors' report, the summary of significant
    accounting policies, and the accompanying notes to the financial statements.




SPECIALIZED SERVICES, INC.Statements of Changes in
    Stockholders' DeficitFor the Years Ended December 31, 2004 and 2003Back to Table of Contents**Additional**
    
    
    
    **Total****Paid-in**
    
    **Accumulated**
    
    **stockholders'****Shares**
    
    **Amount**
    
    **Capital**
    
    **Deficit**
    
    **deficit**Balance
    December 31, 2002
    3,000
    $
    3,000
    $
    21,948
    $
    (152,065)
    $
    (127,117)Stockholder distribution
    -
    
    -
    
    -
    
    (104,590)
    
    (104,590)Net income
    -
    
    -
    
    -
    
    142,177
    
    142,177Balance
    December 31, 2003
    3,000
    $
    3,000
    $
    21,948
    $
    (114,478)
    $
    (89,530)Stockholder distribution
    -
    
    -
    
    -
    
    (25,607)
    
    (25,607)Net income
    -
    
    -
    
    -
    
    67,206
    
    67,206Balance
    December 31, 2004
    3,000
    $
    3,000
    $
    21,948
    $
    (72,879)
    $
    (47,931)See
    accountants' review report, the notes to the financial statements, and the summary of
    significant accounting policies.




SPECIALIZED SERVICES, INC.Statements of Cash
    FlowsFor the Years Ended December 31, 2004 and 2003Back to Table of
    Contents**2004**
    
    **2003****Cash flows from operating activities:**Net income
    $
    67,206
    $
    142,177Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    6,221
    
    12,345Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    (21,608)
    
    1,701,294Decrease in accounts and accrued expensespayable, and payroll and other other taxes
    
    (13,981)
    
    (1,796,320)**Net cash provided by operating activities**
    
    37,838
    
    59,496**Cash flows from investing activities:**Decrease (increase) in security deposit
    
    529
    
    (4,245)Shareholder contribution
    
    (25,607)
    
    (96,057)**Net cash used in investing activities**
    
    (25,078)
    
    (100,302)**Cash flows from financing activities:**Net decrease in officers' loan payable
    
    (13,150)
    
    (1,000)Net decrease in line of credit payable
    
    (7,457)
    
    (16,616)**Net cash provided by financing activities**
    
    (20,607)
    
    (17,616)Decrease in cash and cash equivalents
    
    (7,847)
    
    (58,422)Cash and
    cash equivalents, beginning of year
    
    12,727
    
    71,149**Cash and cash equivalents, end of year**
    $
    4,880
    $
    12,727**Supplemental disclosure of cash flow information:**Cash paid during the year for:Income taxes
    $
    4,619
    $
    7,389Interest expense
    $
    3,568
    $
    4,563See auditors' report, the summary of significant accounting policies, and the
    accompanying notes to the financial statements.




SPECIALIZED SERVICES, INC.SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIESBack
to Table of Contents
Organization

Specialized Services, Inc. (the "Company") was incorporated in Michigan in
January of 1988. The Company aggregates (bundles) fuel products and services, and delivers
these products and services to customers in a way that reduces the customers costs.
Cash equivalents

The Company considers certificates of deposit and other highly liquid investments
purchased with maturities of ninety days or less to be cash equivalents.
Accounting basis

The Company uses the accrual basis of accounting for financial statement reporting.
Accordingly, revenues are recognized when services are rendered and expenses are realized
when the obligation is incurred.

Gross billings represent the total amount of fuel that was purchased by companies.
Property and equipment

Property and equipment are stated at cost. Depreciation expense is computed using
straight-line and accelerated methods over the following useful lives:
Description
    Estimated useful lifeMachinery and equipment
    3-5Furniture and fixtures
    7Transportation equipment
    5Income taxes

The Company with the consent of its stockholders has elected to be an S Corporation
under the provisions of the Internal Revenue Code. Instead of paying corporate income
taxes, the stockholders of an S Corporation are taxed individually on their proportionate
share of the Companys taxable income. Therefore, no provision or liability for
federal income taxes has been included in these financial statements. However, the Company
is subject to state corporate taxes.
Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect
the 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 may differ from these estimates.
Concentrations of credit risk


The Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. The Company continually monitors its banking relationships and
consequently has not experienced any losses in such account. The Company believes it is
not exposed to any significant credit risk on cash and cash equivalents.

In addition, the Company extends credit to customers in the normal course of business.
The Company monitors the accounts receivable balances and does not expect significant
collection problems.

SPECIALIZED SERVICES, INC.NOTES TO THE FINANCIAL STATEMENTS
NOTE 1  OFFICERS LOANS PAYABLE

Officers loans payable are non-interest bearing and due on demand.
NOTE 2  LINE OF CREDIT PAYABLE

The Company has a $100,000 line of credit available with Franklin Bank which is payable
on demand. The officers personally guarantee borrowings on this line of credit. At December 31, 2004 and 2003, $40,915 and $48,372 respectively were
outstanding on the line of credit at floating interest rates of 8.25% and 7.25%.

NOTE 3  OPERATING LEASE

The Company rents its operating facilities under an operating lease. The future minimum
rental payments for these obligations are as follows:
December 31, 2005
    $
    48,2042006
    
    49,8522007
    
    51,5002008
    
    35,15