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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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

For the Quarterly Period Ended March 31, 2004

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

For the Transition Period From 
  to

*Commission File Number 0-31527*

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CERTIFIED SERVICES, INC.

(Exact name of registrant as specified in its
  charter)




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|**Nevada**                                                               | **88-0444079**                     
|------------------------------------------------------------------------ | -----------------------------------
|(State or other jurisdiction of incorporation
          or organization) | (I.R.S. EmployerIdentification No.)

|**5101 N.W. 21st Avenue, Suite 350
        Fort Lauderdale, Florida** | 33309     
|--------------------------------------------------------------------- | ----------
|(Address of principal executive office)                               | (Zip Code)

Registrants telephone number, including area
  code: (954) 315-2300



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|**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
        
        PROCEEDINGS DURING THE PAST 
        FIVE YEARS:**
|-----------------------------------------------------------------------------------------------------------------------

|Check whether the Registrant has filed all documents and reports required
        to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
        after the distribution of securities under a plan confirmed by a court.
            Yes ̈No ̈
      **APPLICABLE ONLY TO CORPORATE ISSUERS:**
      State the number of
        shares outstanding of each of the issuer's classes of common equity, as
        of the latest practicable date:
      Common Stock, $.001 par value, 9,547,811 shares at March 31, 2004.
      Transitional Small Business Disclosure Format (Check one):     Yes   ̈    Nox
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CERTIFIED SERVICES,
  INC.FORM 10-Q
  For the Quarter Ended**March 31, 2004** INDEX PagePart I. Financial InformationItem 1.
        Financial StatementsCondensed Consolidated
          Balance Sheets at March 31, 2004 
          and December 31, 2003
        1Condensed Consolidated
          Statements of Operations for the Three Months Ended March 31, 2004
          and March 31, 2003
        2Condensed Consolidated
          Statement of Shareholders' Equity for the Period
          January 1, 2003 through March 31, 2004
        3Condensed Consolidated
          Statements of Cash Flows for the Three Months Ended March 31, 2004
          and March 31, 2003
        4-5Notes to Condensed Consolidated Financial Statements
        6-10Item 2.
        Managements Discussion and Analysis of Financial Condition
          and Results of Operations
        11-13Item 4.
        Controls and Procedures
        13Part II. Other InformationItem 1.
        Legal Proceedings
        14Item 2.
        Changes in Securities and Use
          of Proceeds
        14Item 6.
        Exhibits and Reports on Form 8-K
        14Signatures
        15
 
  CERTIFIED SERVICES,
  INC.FORM 10-Q
  For the Quarter Ended**March 31, 2004** PART
I -
FINANCIAL
INFORMATION   ITEM 1. FINANCIAL STATEMENTS The unaudited
  condensed consolidated balance sheet of the Registrant as of March 31, 2004,
  the audited consolidated balance sheet at December 31, 2003, and the unaudited
  condensed consolidated statements of operations for the three months ended March
  31, 2004 and March 31, 2003 follow. These condensed consolidated financial statements
  reflect all adjustments that are, in the opinion of management, necessary to
  a fair statement of the Registrant's results for the interim periods presented.  Certified
  Services, Inc. and Subsidiaries Condensed
  Consolidated Balance Sheets  March
          31, 2004

December
          31, 2003Assets

        (Unaudited)Current
          AssetsCash
$
1,537,199
$
432,414Cash,
          restricted

3,063,101

3,055,686Accounts
          receivable

30,342,479

20,906,147Insurance
          deposits

9,460,779

8,208,366Related
          party receivables

1,227,515

286,385Other
          current assets

2,402,878

1,153,627Total
          Current Assets

48,033,951

34,042,625Property
          and equipment, at cost, net of accumulated depreciation ofequipment,
          at cost, net of accumulated $2,130,300 and $2,029,155, respectively

1,447,424

1,617,837Excess
          purchase price over net book value of assets acquired

26,466,572

26,466,572Other
          assets

1,743,710

1,639,676Total
          Assets
$
77,691,657
$
63,766,710Liabilities
          and Shareholders' EquityCurrent
          liabilitiesCurrent
          portion of notes payable
$
5,079,472
$
5,127,382Accounts
          payable

6,788,749

6,041,231Accrued
          expenses

41,068,664

28,442,855Current
          portion of capital lease obligations

127,148

140,299Total
          Current Liabilities

53,064,033

39,751,767Long
          term notes payable

5,654,995

6,227,528Long
          term portion of capital lease obligations

73,409

83,506Long
          term portion of workers compensation claims

1,721,593

2,753,011Total
          Liabilities

60,514,030

48,815,812Commitments
          and ContingenciesShareholders'
          EquityPreferred
            shares, $.001 par, 5,000,000 authorized, and 3,981 issued and outstanding
            in 2004 and 2003, respectively

6

5Common
          shares, $.001 par, 100,000,000 authorized,  9,547,811 and 9,547,811
          issued and outstanding    in 2004 and 2003, respectively

9,548

9,548Additional
          paid in capital

13,032,296

11,825,152Accumulated
          earnings

4,135,777

3,116,193Total
          Shareholders' Equity

17,177,627

14,950,898Total
          Liabilities and Shareholders' Equity
$
77,691,657
$
63,766,710
  See
  notes to the condensed consolidated financial statements.  1  Certified
  Services, Inc. and Subsidiaries Consolidated
  Statements of Operations   For
              the Three Months Ended March 31,2004
          
          2003Revenue
              (gross billings of $209 million and $161 million, less worksite
              employee payroll costs of $185 million
          
          
          
          (Unaudited)
          
          (Unaudited)and
              $148 million, respectively)$
          24,261,633
          $
          12,712,527Cost
              of services
          
          
          
          15,905,880
          
          6,798,444Gross
              profit
          
          
          
          8,355,753
          
          5,914,083Operating
              expensesCompensation
              and benefits
          
          
          
          2,941,048
          
          1,584,212Marketing
              and selling
          
          
          
          1,106,173
          
          1,313,231General
              and administrative
          
          
          
          3,169,976
          
          2,279,530Interest,
              net
          
          
          
          118,972
          
          19,667Total
              Operating Expenses
          
          
          
          7,336,169
          
          5,196,640Net
              income
          
          
          $
          1,019,584
          $
          717,443Net
              income per share  basic and fully diluted
          
          
          $
          .11
          $
          0.08Weighted
              average number of common shares outstanding -Basic
              and fully diluted
          
          
          
          9,547,811
          
          8,448,922
    See notes to the
  condensed consolidated financial statements.  2
       Certified
  Services, Inc. and Subsidiaries  Consolidated
  Statement of Stockholders' Equity  Additional
        Paid-in
        Capital
      Retained
        Earnings
        (Deficit)Preferred
      Common
          StockShares
      Amount
      Shares
      Amount
      TotalBalance,
          January 1, 2003
      2,678
      $
                   3
      8,447,811
      $
          8,448
      $
           22,107,754
      $
          704,490
      $
               22,820,695Issuance
          of shares for services
      
      
      450,000
      450
      359,550
      
      360,000Issuance
          of shares for Assets
      1,520
      1
      
      
      18,999,999
      
      19,000,000Issuance
          of shares  in connection with forming American HR Holdings
      -
      -
      650,000
      650
      577,850
      
      578,500Cancellation
          of shares issued forAssets
      -3018
      -2
      
      
      (37,719,998)
      
      (37,720,000)Preferred
          Series B  Issuanceof
          shares for assets
      350
      1
      
      
      3,499,999
      
      3,500,000Preferred
          Series D  issuance
      300
      1
      
      
      2,999,999
      
      3,000,000of
          shares for surplus notePreferred
          Series E  issuance
      100
      1
      
      
      999,999
      
      1,000,000of
          shares issued for cashNet
          income
      
      
      
      
      
      2,411,703
      2,411,703Balance,
          December 31, 2003
      1,930
      5
      9,547,811
      9,548
      11,825,152
      3,116,193
      14,950,898Preferred
          Series D  issuance
      121
      1
      
      
      1,207,144
      
      1,207,145of
          shares for surplus noteNet
          Income
      
      
      
      
      
      1,019,584
      1,019,584Balance,
          March 31, 2004
      2,051
      $
          6
      9,547,811
      $
          9,548
      $
          13,032,296
      $
          4,135,777
      $
          17,177,627
   See notes to the
  consolidated financial statements 3
   Certified
  Services, Inc. and Subsidiaries  Consolidated
  Statements of Cash Flows  For the
          Three Months Ended March 31,2004

2003Cash
          flows from operating activities

              (Unaudited)

              (Unaudited)N(Unaudited)et
                  income
$
1,019,584
$
717,443Adjustments
                  to reconcile net income to net cash provided by operations:Depreciation
          and amortization

196,515

141,596Bad
          debt expense

46,293

20,000Issuance
          of stock for services

—

41,250Decrease
          (increase) in assetsAccounts
          receivable

(9,482,625)

3,257,739Other
          current assets


(2,190,381)

—Restricted
          cash

(7,415)

(7,435)Insurance
          deposits

(1,252,413)

—Other
          assets

(104,034)

(237,048)Increase
          (decrease) in liabilitiesAccounts
          payable

747,518

717,674Workers
          compensation claims

(1,031,418)

—Accrued
          expenses

12,437,211

(4,682,506)Net
          cash provided by (used in) operating activities

378,835

(31,287)Cash
          flows from investing activitiesPurchase
          of property and equipment

(26,102)

—Proceeds
          from deposits

—

(331,933)Cash
          paid for business acquisition

—

(50,000)Net
          cash used in investing activities

(26,102)

(381,933)Cash
          flows from financing activitiesNet
          proceeds from line of credit

(360,000)

402,000Repayment
          of notes payable

(71,845)

(177,547)Payments
          of capital lease obligations

(23,248)

(55,288)Issuance
          of preferred stock

1,207,145

—Cash
          outlay for related party note receivable

—

(41,625)Net
          cash provided by financing activities

752,052

127,540Net
          increase (decrease) in cash

1,104,785

(285,680)Cash
          at beginning of period

432,414

662,327Cash
          at end of period
$
1,537,199
$
376,647
  See notes to the
  condensed consolidated financial statements. 4 Certified Services,
  Inc. and Subsidiaries  Supplemental
  Schedule of Non-Cash Investing and Financing Activities  SUPPLEMENTAL
  DISCLOSURE OF CASH FLOW INFORMATION  Cash paid during the
          period for:                    2004
                           2003
        
        Interest
          expense                                  $
              56,121           $
             37,485
        Income
          taxes                                                        -
                                   -
 SUPPLEMENTAL
  SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES  Capital stock
  accounts and additional paid in capital were adjusted in 2004 for the following:  Additional
            paid in capital was credited in 1st quarter 2004 for $1,207,144 and
            121 shares of Preferred Series D stock issued to (Midwest)  at
            par for insurance deposits of $1,207,145.  Capital stock
  accounts and additional paid in capital were adjusted in 2003 for the following:  The Registrant
  purchased the PEO operations excluding Staff America of BACE International in
  an acquisition with the following components:  Liabilities
          assumed in excess of assets
      $
      9,204,620Stock
          issued  650,000 of common stock
      
      578,500Cash
      
      350,000Promissory
          note
      
      3,500,000Acquisition
          indebtedness
      
      2,225,814
  As consideration
            for the acquisition of BACE's PEO Operations, the registrant agreed
            to assume $12,800,000 of Bace's liabilities.  Included in the
            BACE acquisition debt, was a note payable for $6,856,000, which has
            been reclassified against Excess Purchase Price over Net Book Value
            of Assets Acquired as of December 31, 2003, as a result of pending
            litigation and the uncertainty of the outcome.  A non-interest
            bearing note payable for $772,578 was assumed from BACE Corporation
            subsequent to closing in 2003, for which a $90,186 present value discount
            was taken.  Additionally,
            an obligation of $4,800,000 to Brentwod Capital Corp.  During
            the third quarter 2003, the $4,800,000 note obligation was cancelled.  Additional paid
  in capital was credited in 2003 for $18,999,999 and 1,520 shares of Preferred
  Series A stock were issued at par for insurance deposits in the form of letters
  of credit of $19,000,000.  Additional paid
  in capital was debited in 2003 for $37,719,998 and 3,018 shares of Preferred
  Series A stock were returned at par for the removal of all insurance deposits
  in the form of letters of credit of $37,720,000.  Additional paid
  in capital was credited in 2003 for $3,499,999 and 350 shares of Preferred Series
  B stock were issued at par for insurance deposits of $3,500,000.  Additional paid
  in capital was credited in 2003 for $359,550 and 450,000 shares of Common stock
  were issued at par for services rendered.  As of December 31, 2003, $256,667
  of these services has been deferred until 2004.  See notes to the
  condensed consolidated financial statements. 5
     Certified
  Services, Inc. and Subsidiaries  Notes
  to Condensed Consolidated Financial Statements   Note 1 - Basis
  of Presentation  The accompanying
  unaudited condensed financial statements have been prepared in accordance with
  generally accepted accounting principles for interim financial information.
  Accordingly, they do not include all of the information and footnotes required
  by generally accepted accounting principles for complete financial statements.
  In the opinion of management, all adjustments (consisting of normal recurring
  accruals) considered necessary for a fair presentation have been included. Operating
  results for the three months ended March 31, 2004, and 2003 are not necessarily
  indicative of the results that may be expected for the respective years ended
  December 31, 2004, and 2003. The unaudited condensed financial statements should
  be read in conjunction with the consolidated financial statements and footnotes
  thereto included in the Registrant's annual report on Form 10-K for the year
  ended December 31, 2003, supplemented by the notes included herein.  Note 2 - Acquisitions  On
  June 27, 2003, and effective as of April 1, 2003, the Registrant, through its
  wholly-owned subsidiary American HR Holdings, Inc.  ("AmerHR"),
  acquired from BACE International, Inc., a non-affiliated North Carolina corporation
  ("BACE"), all of BACE's professional employer, payroll and human resource
  services operations for an aggregate purchase price of approximately $6,255,015.
   The purchase price was comprised of $350,000 cash, a 4% promissory note
  in the principal amount of $3,500,000 payable over five years, the assumption
  of approximately  $2,225,814 of BACE's acquisition and capital requirement
  debt, and the balance represented by 650,000 shares of the Registrant's restricted
  common stock valued at $.89 per share.  Also included is an option to  purchase
   an  additional 100,000 common shares for $2 per common share if and
  when the Company's common stock attains a value of at least $12 per common share.  Concurrent
              with the acquisition, the Company retained the former chief executive
              of the acquired BACE business unit as a consultant for the four
              year period through  June 30, 2007,  at an annual rate
              of  $250,000,  and agreed to continue certain co-marketing
               activities  with BACE through June 30, 2004, at an annual
              cost of $900,000.  Such payments have ceased in the fourth
              quarter of 2003.   The pro forma unaudited consolidated statements of operations for
              the years ended December 31, 2003 and 2002 for the Registrant, including
              BACE, prior to April 1, 2003, appear below:   2003
      
      2002Revenues
      $
      88,143,544
      $
      73,488,987Cost
          of service
      
      (55,007,171)
      
      (37,122,344)Gross
          profit
      
      33,136,373
      
      36,366,643Operating
          expenses
      
      (38,738,659)
      
      (32,778,677)Net
          income (loss)
      $
      (5,602,286)
      $
      3,587,966
    6    Certified
  Services, Inc. and Subsidiaries  Notes
  to Condensed Consolidated Financial Statements (continued)   Note
              3 - Insurance Deposits  An integral part
  of the relationship with the entities participating in the Registrants
  risk management program involves the retention by those entities of security
  deposits, which the Registrant fulfills with cash placed in escrow, annual renewable
  letters of credit and other forms of collateral which amounted to $9,460,779
  and $8,208,366 as of March 31, 2004 and December 31, 2003, respectively.  Note
              4 - Other Assets  At
              March 31, 2004, and December 31, 2003 other assets consisted of
              the following:  2004
                  
                  2003Notes receivable
                  $
                  148,920
                  $
                  148,920Investments
                  
                  1,105,000
                  
                  1,005,000Prepaid
                      expense
                  
                  2,347,413
                  
                  940,627Noncompete
                      covenant
                  
                  67,315
                  
                  72,355Acquisition
                      costs
                  
                  428,756
                  
                  542,277Deposits
                  
                  149,124
                  
                  84,124Total
                  
                  4,146,588
                  
                  2,793,303Less:
                      current portion
                  
                  2,402,878
                  
                  1,153,627Total
                  $
                  1,743,710
                  $
                  1,639,676
     7    Certified
  Services, Inc. and Subsidiaries  Notes
  to Condensed Consolidated Financial Statements (continued)  Note
              6 - Notes Payable  At March 31, 2004
  and December 31, 2003 long-term indebtedness consisted of the following:  2004
                  
                  2003$2,500,000
                      revolving line of credit, expiring September,2004,
                      with interest at the LIBOR Market Index Rate plus2%,
                      collateralized by cash deposits of $2,055,686 and$2,658,907,
                      respectively, and a security interest incertificates
                      of deposit of $500,000 pledged byformer
                      CURA shareholders
                  $
                  2,140,000
                  $
                  2,500,000$1,000,000
                      line of credit, expiring November, 2004, withinterest
                      at the LIBOR Market Index Rate plus 2%,collateralized
                      by cash deposits of $1,000,000 and $1,000,000Respectively
                  
                  1,000,000
                  
                  1,000,000Non-interest
                      bearing acquisition promissory note of $1,000,000payable
                      in equal monthly installments over 72months
                      commencing January 10, 2002 after an 8%present
                      value discount.
                  
                  588,950
                  
                  588,9506%
                      interest bearing acquisition promissory note of $2,313,889originally
                      payable in equal monthly installments over 34months
                      commencing January 3, 2003  and on January 27,2004
                      amended whereby the obligation is payableover
                      55 months commencing February 15, 2004
                  
                  1,818,339
                  
                  1,847,6086.5%
                      interest bearing acquisition promissory note of
                    $1,430,000
                      due  in 5 equal annual installmentscommencing
                      March 20, 2003. Renegotiation of
                  
                  1,144,000
                  
                  1,144,000this
                    Note was in progress at March 31, 2004.However, no payments have been made.Non-interest
                      bearing promissory notes in theamount
                      of $772,578 due in three annualinstallments
                      commencing October 31, 2003 after an8%
                      present value discount.  The Registrant hasnot
                      made the initial payment of $257,526due
                      October 31, 2003.  The Registrant andlenders
                      have amended the termsof
                      this obligation whereby an initial payment of$75,000
                      was made followed by equal monthlyinstallments
                      of $14,583.
                  
                  662,392
                  
                  682,3924%
                      interest bearing acquisition promissory note of $3,500,000payable
                      in 59 equal monthly installments commencingAugust
                      1, 2003
                  
                  3,380,786
                  
                  3,403,362Installment
                      notes payable secured by equipment
                  
                  —
                  
                  188,59810,734,467
                  
                  11,354,910Less:
                      current portion
                  
                  5,079,472
                  
                  5,127,382$
                  5,654,995
                  $
                  6,227,528
    8      Certified
  Services, Inc. and Subsidiaries  Notes
  to Condensed Consolidated Financial Statements (continued)  Unused credit available
  on the lines of credit was $360,000 and $0 at March 31, 2004 and December 31,
  2003 respectively.  On June 27, 2003,
  in furtherance of its acquisition of BACE's PEO Operations, the Registrant executed
  a promissory note in favor of BACE in the principal amount of $3,500,000 with
  interest at the rate of 4%, payable over fifty-nine (59) monthly payments (the
  "BACE Note").  As a result of the Registrant's discovery that
  the liabilities of the PEO Operations exceeded its assets by approximately $14,300,000,
  and the Registrant's contractual ability to offset any sums owed to BACE by
  the amount of such liabilities, the Registrant has suspended payments on the
  BACE Note pending a determination of its arbitration against BACE.  Note 6 - Cost
  of Services  Cost of services
  is comprised of the following:  Three
          Months Ended March 31,2004
      
      2003Employee
          benefits
      
      
      $
      4,203,165
      $
      1,942,677Insurance
      
      
      
      11,702,715
      
      4,855,767$
      15,905,880
      $
      6,798,444
  Workers Compensation
  Program Cost:  Beginning July
  1, 2003, the Company under the guidance of its Risk Manager (Midwest)
  arranged for coverage to be placed through several carriers with staggered policy
  ending periods between December 31, 2004 and February 15, 2005. The carriers
  include Union American Insurance Co., Providence Property Casualty Co., Imperial
  Casualty and Indemnity Co., and Cascade National Insurance Co.  The Company
  believes this arrangement has improved its spread of risk.  The workers
  compensation program provides for a sharing of risk between the Company and
  its Carriers whereby the Carriers assume risk in  several areas including
  individual claim stop loss insurance risk and premium payment credit risk. With
  respect to the individual claim stop loss insurance risk, the Company through
  its Risk Manager (Midwest), is responsible for reimbursing to the workers compensation
  providers claim amounts related to the first $1.0 million per occurrence. Claim
  amounts in excess of  $1.0 million per occurrence are insured through the
  Carriers. The Company remits weekly insurance program payments to its Risk Manager
  (Midwest). The Risk Manager remits weekly premium costs and incurred loss payments
  to the Carriers of record on a weekly basis.    9     Certified
  Services, Inc. and Subsidiaries  Notes
  to Condensed Consolidated Financial Statements (concluded)  The
              Companys  workers compensation program cost distributed
              through the Companys Risk Manager (Midwest) increased $6.8
              million for the period ending March 31, 2004 as compared to the
              period ending March 31, 2003. Payments made under this agreement
              were $14,081,653 and $8,093,381 for the 1st quarter  2004 and
              2003, respectively.  The increases were the result of the Companys
              acquisition of the PEO operations of BACE International and increases
              in premium cost.  Health Benefit
  Plans:  The Companys
  dental plans, which include both a PPO and HMO offering are primarily provided
  by Aetna for all clients employees who elect coverage.  All dental plans
  are subject to guaranteed cost contracts that cap the Companys annual
  liability. In addition to
  dental coverage , the Company offers various other guaranteed cost insurance
  programs to client employees such as vision care, life, accidental death and
  dismemberment, short-term disability and long-term disability. The Company also
  offers a flexible spending account for healthcare and dependent care costs. 401-(k) Plan: The Company offers
  a 401 (k) retirement plan, designed to be a multiple employer plan
  under the Internal Revenue Code of 1986, as amended (the Code) Section
  413c. This plan design enables owners of clients and highly-compensated client
  employees, as well as highly-compensated internal employees of the Company,
  to participate. Generally, employee benefit plans are subject to provisions
  of both the Code and the Employee Retirement Income Security Act (ERISA). NOTE 7 
  Litigation On
  April 7, 2004, the Registrant, its operating subsidiaries The Cura Group, Inc.,
  The Cura Group II, Inc., and The Cura Group III, Inc., the Registrants
  President, Chief Executive Officer and Director Danny L. Pixler, the Registrants
  Director Ivan Dobrin, the Registrants former Director O. Ray McCartha,
  the Registrants principal shareholder Midwest Merger Management, LLC,
  and others, were served with a Summons and Complaint in an action entitled BACE
  International, Inc., et. al. v. Brentwood Capital Corp., et. al.  The
  action was commenced in the United States District Court, Western District of
  North Carolina and alleges that the Registrant and the other defendants conspired
  to defraud the Plaintiffs to transfer and sell all of their human resource service
  operations to the Registrant by providing allegedly fraudulent letters of credit
  to the Plaintiffs workers compensation insurance carriers.  The
  Plaintiffs demand the assumption of liabilities, payment of obligations to the
  Plaintiffs in the aggregate amount of $4,650,000 and delivery to the Plaintiffs
  of 650,000 shares of the Registrants common stock and an option to purchase
  100,000 shares of the Registrants common stock.  The Registrants
  time to respond to the pleadings has not yet expired.  However, the Registrant
  intends to vigorously defend this action and has previously commenced two separate
  actions against the Plaintiffs for fraudulently over-stating the value of the
  Acquisition in the approximate amount of $14,300,000 and an equitable action
  to force the delivery of certain information and materials acquired in the Acquisition. The
  Registrant is a party to certain pending claims that have arisen in the normal
  course of business, none of which, in the opinion of management, is expected
  to have a material adverse effect on the consolidated financial position or
  results of operations if adversely resolved.  However, the defense and
  settlement of such claims may impact the future availability, retention amounts
  and cost to the Registrant of applicable insurance coverage.   10      ITEM
  2. Management's Discussion and Analysis The following discussion
  contains forward-looking statements regarding the Registrant, its business,
  prospects and results of operations that are subject to certain risks and uncertainties
  posed by many factors and events that could cause the Registrant's actual business,
  prospects and results of operations to differ materially from those that may
  be anticipated by such forward-looking statements. Factors that may affect such
  forward-looking statements include, without limitation, the Registrant's ability
  to successfully develop new products for new markets; the impact of competition
  on the Registrant's revenues, changes in law or regulatory requirements that
  adversely affect or preclude customers from using the Registrant's products
  for certain applications, delays in the Registrant's introduction of new products
  or services, and failure by the Registrant to keep pace with emerging technologies. When used in this
  discussion, words such as "believes," "anticipates," "expects,"
  "intends," and similar expressions are intended to identify forward-looking
  statements, but are not the exclusive means of identifying forward-looking statements.
  Readers are cautioned not to place undue reliance on these forward-looking statements,
  which speak only as of the date of this report. We undertake no obligation to
  revise any forward-looking statements in order to reflect events or circumstances
  that may subsequently arise. Readers are urged to carefully review and consider
  the various disclosures made by us in this report and other reports filed with
  the Securities and Exchange Commission that attempt to advise interested parties
  of the risks and factors that may affect our business. Results of
  Operations - Three Months Ended March 31, 2004 and March 31, 2003 Revenues.
  Revenues for the three months ended March 31, 3004 ("1Q4") were $24,261,633
  versus $12,712,527 for the three months ended March 31, 2003 ("1Q3")
  resulting in an increase of $11,549,106 or 91% between periods. The most significant
  portion of this increase was entirely attributable to the Registrant's acquisition
  of BACE during the second quarter of 2003, as those accounts contributed revenues
  of approximately $12.8 million to 1Q4. The Registrant's combined revenues however,
  were reduced by approximately $1.6 million consistent with its ongoing program
  of reviewing and eliminating high workplace risk and otherwise unprofitable
  business. Cost of Services. Cost of services increased to $15,905,880
              during 1Q4 compared to $6,798,444 in 1Q3; an increase of $9,107,436
              or 134%. This increase resulted in cost of service rising to 66%
              of revenue for 1Q4 compared to 53% of revenue for 1Q3. This unfavorable
              cost increase was primarily due to the acquisition of BACEs
              client base and increased workers compensation premium.  As
              a result of the foregoing, the gross profit for 1Q4 was $8,355,753
              compared to $5,914,083 for 1Q3; an increase of $2,441,670 or only
              41% compared to the 90% increase in revenues. Operating Expenses.
  Operating expenses rose to $7,336,169 for 1Q4 compared to $5,196,640 for 1Q3;
  an increase of $2,139,529 or 41%, principally as a result of the addition of
  BACE's accounts. Operating expenses as a percent of revenues however, decreased.
  This favorable decrease in the relationship of operating expenses to revenues
  between quarters is primarily due to the Registrants continued efforts
  to consolidate the operations of recent acquisitions as well as the implementation
  of single software platforms for accounting and payroll operations. As a result of the
  foregoing, income before taxes for 1Q4 was $1,019,584 compared to $717,443 for
  1Q3; a increase of $302,141 or 42%. Net Income. Consistent with the foregoing analysis, the Registrant
              reported net income of $1,019,584 or $0.11 per share for 1Q4, compared
              to net income of $717,443 or $0.08 per share for 1Q3, based upon
              weighted average shares outstanding of 9,547,811 and 8,448,922,
              respectively.  Critical
              Accounting Policies  No
              material changes have occured within this disclosure with respect
              to the Registrant's critical accounting policies set forth in our
              Form 10-K for the fiscal year ended December 31, 2003.   12    Liquidity
  and Capital Resources  The
              Registrant had operating cash of $1,537,199 at March 31, 2004. The
              Registrant also had $3,063,101 of restricted cash on deposit collateralizing
              its revolving line of credit of $3,500,000. The Registrant periodically
              evaluates its liquidity requirements, capital needs and availability
              of capital resources in view of its plans for expansion, including
              potential acquisitions, the offering of additional employer/employee
              services, and other operating cash needs. Management believes that
              the Registrant is generating sufficient cash flow to meet its requirements
              through 2004. The Registrant may rely on these same resources, as
              well as public or private debt and/or equity financing to meet its
              long-term capital needs.  ITEM 4. Controls
  and Procedures (a) Evaluation
  of Disclosure Controls and Procedures The Registrant maintains
  controls and procedures designed to ensure that information required to be disclosed
  in the reports that the Registrant files or submits under the Securities Exchange
  Act of 1934, as amended, is recorded, processed, summarized and reported within
  the time periods specified in the rules and forms of the Securities and Exchange
  Commission. Based upon their evaluation of those controls and procedures performed
  within 90 days of the filing date of this report, the Chief Executive and Chief
  Financial Officers of the Registrant concluded that the Registrant's disclosure
  controls and procedures were adequate. (b) Changes in Internal
  Controls The Registrant
  made no significant changes in its internal controls or in other factors that
  could significantly affect these controls subsequent to the date of the evaluation
  of those controls by the Chief Executive and Chief Financial officers.  13 
    PART
  II - OTHER INFORMATION  ITEM
  1. LEGAL PROCEEDINGS On April 28, 2004, the registrant was served with a subpoena from the Securities
  and Exchange Commission (the Commission) to produce documents and
  information related to insurance deposits, security deposits and annual renewable
  Letters of Credit. ITEM
  2. CHANGES IN SECURITIES AND USE OF PROCEEDS On April 15, 2004,
  the Registrant completed a financing arrangement with Laurus Master Fund, Ltd.,
  a Cayman Islands corporation (Laurus) in the aggregate amount of
  $8,500,000.  The financing is comprised of a three-year $8,500,000 Secured
  Convertible Term Note (the Note) with interest at the rate of prime
  plus two and one-half percent (2.5%) subject to reduction based upon the market
  price of the Registrants common stock par value  $0.001 per share
  (the Common Stock).  The fixed monthly payments of principal,
  interest and fees are convertible into shares of Common Stock at a conversion
  price of $0.95 per share.  Additionally, the Registrant issued a Common
  Stock Purchase Warrant to Laurus to purchase 1,800,000 shares of Common Stock
  (the Warrant) at exercise prices ranging between $1.111 and $1,26
  per share.  The Registrant is obliged to register for resale the shares
  of Common Stock issuable upon conversion of the Note and the exercise of the
  Warrant pursuant to a Registration Rights Agreement dated April 15, 2004 between
  Registrant and Laurus. Sale of Series
  D Preferred Stock January
  1, 2004 to March 31, 2004, pursuant to a Subscription Agreement, the Registrant
  sold 121 shares of its Series D Preferred Stock, par value $.001 per share (the
  Series D) to Midwest Merger Management, LLC (Midwest)
  for $1,207,145 Midwest provided pursuant to a Capital Financing Agreement (the
  Capital Agreement) pursuant to the terms of which Midwest would
  provide the Registrant with long-term capital under a Marketing Organization
  Agreement between the Registrant and Central Leasing Management, Inc., an Illinois
  corporation (CLM).  During the first quarter of 2004, Midwest
  deposited $1,207,145 in escrow for the benefit of CLM to meet certain capital
  requirements of the Registrants operating companies.  Accordingly,
  the Registrant has issued 121 Series D Preferred Stock to Midwest under the
  Capital Agreement  ITEM
6.
EXHIBITS
AND
REPORTS
ON
FORM
8-K
 (a) Exhibits:  15      Report
        of Independent Accountants
      31.1   Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002
      31.2   Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 200232.1  Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002
      32.2  Certification
        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 first quarter of  2004, and to the date of the
  filing of this Quarterly Report the Registrant filed three Form 8-K Current
  Reports dated January 23, 2004, April 14, 2004 and April 23, 2004.  The
  January 23, 2004 Report disclosed the resignation of O. Raymond McCartha from
  the Registrants Board of Directors and the nomination and election of
  Eugene M. Weiss as Mr. McCarthas replacement.  The April 14, 2004
  Form 8-K reported the service of a summons and complaint against the Registrant
  and other parties by BACE International, Inc.  The April 23, 2004 Report
  disclosed the Registrants $8,500,000 financing transaction with Laurus
  Master Fund, Ltd.  14 
    SIGNATURES  In
  accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
  caused this report to be signed on its behalf by the undersigned, thereunto
  duly authorized.  CERTIFIED SERVICES, INC. By:/s/
         Rick Steen                          By:/s/  Danny L, Pixler
Acting Chief  Financial
                                President,
        Chief Executive
Officer                                                   Officer,
        and DirectorDated: April 30, 2004
   
 15    CERTIFICATIONS  I, Danny L. Pixler, the Registrant's Chief Executive Officer,
  certify that: 1. I have reviewed this quarterly report on Form 10-Q of Certified Services,
  Inc.; 2. Based on my knowledge, this quarterly report does not contain
  any untrue statement of a material fact or omit to state a material fact necessary
  to make the statements made, in light of the circumstances under which such
  statements were made, not misleading with respect to the period covered by this
  quarterly report; 3. Based on my knowledge, the financial statements, and other
  financial information included in this quarterly report, fairly present in all
  material respects the financial condition, results of operations and cash flows
  of the Registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure
  controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
  for the Registrant and I have: a) designed such disclosure controls and procedures
  to ensure that material information relating to the Registrant, including its
  consolidated subsidiaries, is made known to me by others within those entities,
  particularly during the period in which this quarterly report is being prepared;
  b) evaluated the effectiveness of the Registrant's disclosure controls and procedures
  as of a date within 90 days prior to the filing date of this quarterly report
  (the "Evaluation Date"); and c) presented in this quarterly report my conclusions
  about the effectiveness of the disclosure controls and procedures based on my
  evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the
  Registrant's auditors and the audit committee of Registrant's board of directors
  (or persons performing the equivalent function): a) all significant deficiencies
  in the design or operation of internal controls which could adversely affect
  the Registrant's ability to record, process, summarize and report financial
  data and have identified for the Registrant's auditors any material weaknesses
  in internal controls; and b) any fraud, whether or not material, that involves
  management or other employees who have a significant role in the Registrant's
  internal controls; and 6. I have indicated in this quarterly report whether or not there
  were significant changes in internal controls or in other factors that could
  significantly affect internal controls subsequent to the date of my most recent
  evaluation, including any corrective actions with regard to significant deficiencies
  and material weaknesses. Date:
April
30,
2004 /s/
Danny
L.
PixlerChief
Executive
Officer
 16   CERTIFICATIONS  I, Rick Steen, the Registrant's Acting Chief Financial Officer, certify that:  1. I have reviewed this quarterly report on Form 10-Q of Certified Services,
  Inc.; 2. Based on my knowledge, this quarterly report does not contain
  any untrue statement of a material fact or omit to state a material fact necessary
  to make the statements made, in light of the circumstances under which such
  statements were made, not misleading with respect to the period covered by this
  quarterly report; 3. Based on my knowledge, the financial statements, and other
  financial information included in this quarterly report, fairly present in all
  material respects the financial condition, results of operations and cash flows
  of the Registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure
  controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
  for the Registrant and I have: a) designed such disclosure controls and procedures
  to ensure that material information relating to the Registrant, including its
  consolidated subsidiaries, is made known to me by others within those entities,
  particularly during the period in which this quarterly report is being prepared;
  b) evaluated the effectiveness of the Registrant's disclosure controls and procedures
  as of a date within 90 days prior to the filing date of this quarterly report
  (the "Evaluation Date"); and c) presented in this quarterly report my conclusions
  about the effectiveness of the disclosure controls and procedures based on my
  evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the
  Registrant's auditors and the audit committee of Registrant's board of directors
  (or persons performing the equivalent function): a) all significant deficiencies
  in the design or operation of internal controls which could adversely affect
  the Registrant's ability to record, process, summarize and report financial
  data and have identified for the Registrant's auditors any material weaknesses
  in internal controls; and b) any fraud, whether or not material, that involves
  management or other employees who have a significant role in the Registrant's
  internal controls; and 6. I have indicated in this quarterly report whether or not there
  were significant changes in internal controls or in other factors that could
  significantly affect internal controls subsequent to the date of my most recent
  evaluation, including any corrective actions with regard to significant deficiencies
  and material weaknesses.  Date:
April
30,
2004 /s/
Rick
SteenActing
Chief
Financial
Officer
  17   EXHIBIT
          INDEX

      15      Report
        of Independent Accountants
      31.1   Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002
      31.2   Certification
		    pursuant to 18 U.S.C. Section 1350, as adopted pursuant
		    to Section 302 of the Sarbanes-Oxley Act of 200232.1  Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

      32.2  Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002