U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 10Q-SB

(Mark One)

[X]       Quarterly report under section 13 or 15(d) of the Securities  Exchange
          Act of 1934 for the quarterly period ended March 31, 2002.

[ ]       Transition report under section 13 or 15(d) of the Securities Exchange
          Act of 1934  for the  transition  period  from____________________  to
          ______________________.


                           Commission File No: 0-31527

                            CERTIFIED SERVICES, INC.
                     (Name of small business in its charter)

                                   88-0444079
      (State or other jurisdiction of incorporation) (IRS Employer Id. No.)

                        10602 Timberwood Circle, Suite 9
                              Louisville, KY 40223
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (502) 339-4000

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, 3,421,145 shares at April 30, 2002.

Transitional Small Business Disclosure Format (Check one):  Yes[ ]  NO[X]


<PAGE>



                            CERTIFIED SERVICES, INC.

                   Form 10Q-SB - Quarter Ended March 31, 2002

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                      Page

<S>                                                                                                    <C>
PART I    FINANCIAL INFORMATION ........................................................................2

Item 1.   Financial Statements..........................................................................2
          Condensed Consolidated Balance Sheet at March 31, 2002 .......................................3
          Condensed Consolidated Statements of Operations for the Three Months Ended
             March 31, 2002 and March 31, 2001..........................................................4
          Condensed Consolidated Statements of Cash Flows for the Three Months Ended
             March 31, 2002 and March 31, 2001..........................................................5
          Notes to Condensed Consolidated Financial Statements..........................................6
Item 2.   Management's Discussion and Analysis...................................................7, 8 & 9

PART II   OTHER INFORMATION.............................................................................9

Item 1.   Legal Proceedings.............................................................................9
Item 2.   Changes in Securities.........................................................................9
Item 3.   Defaults Upon Senior Securities...............................................................9
Item 4.   Submission of Matters to a Vote of Security Holders...........................................9
Item 5.   Other Information.............................................................................9
Item 6.   Exhibits and Reports on Form 8-K..............................................................9

          SIGNATURE PAGE................................................................................9

          EXHIBITS.....................................................................................10

</TABLE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         The unaudited condensed consolidated financial statements of registrant
as of March 31, 2002 and for the three months ended March 31, 2002 and March 31,
2001  follow.  The  condensed  consolidated  financial  statements  reflect  all
adjustments  that  are,  in  the  opinion  of  management,  necessary  to a fair
statement of the results for the interim periods presented.


                                       2

<PAGE>

                    Certified Services, Inc. and Subsidiaries
                           Consolidated Balance Sheet


<TABLE>
<CAPTION>
                                                                                     March 31, 2002
                                                                                     --------------
<S>                                                                                     <C>
Assets

         Current Assets
           Cash                                                                         3,345,397
           Accounts receivable                                                            839,715
           Prepaid expenses                                                                 7,175
                                                                                        ---------
             Total Current Assets                                                       4,192,287

         Property and equipment, at cost, net of $ 174,498 of                             210,320
         accumulated depreciation
         Excess purchase price over net book value of assets acquired                   5,058,890
         Other Assets                                                                      41,551
                                                                                        ---------

         Total Assets                                                                   9,503,048
                                                                                        =========



Liabilities and Stockholders' Equity
         Current Liabilities
           Accounts payable                                                               365,094
           Accrued expenses                                                             1,035,668
           Note Payable                                                                    86,171
           Current portion of acquisition indebtedness                                    129,805
           Current maturities of capital lease obligations                                 29,695
           Accrued health insurance plan claims                                         1,687,313
           Payroll taxes payable                                                        2,217,402
           Income taxes payable                                                           514,910
           Other Liabilities                                                                3,027
                                                                                       ----------

                  Total Current Liabilities                                             6,069,085


         Acquisition indebtedness, net of current portion                               3,308,103
         Obligations under capital lease, excluding current maturities                     23,618
                                                                                       ----------


Total Liabilities                                                                       9,400,806


         Commitments and Contingencies                                                          -

         Stockholders' Equity

           Preferred stock, $0.001 par value, 5,000,000 shares authorized
           Series B (1,100 shares issued and outstanding)                                       1
           Series C (406.667 shares issued and outstanding)                                     1

           Common stock, $ 0.001 par value, 100,000,000 shares authorized,
              3,421,145 shares issued and outstanding                                       3,421
           Additional paid in capital                                                   1,602,550
           Accumulated (deficit)                                                       (1,503,731)
                                                                                       ----------

                                                                                                -
                                                                                                -


Total Stockholders' Equity                                                                102,242
                                                                                       -----------



Total Liabilities and Stockholders' Equity                                              9,503,048
                                                                                       ==========
</TABLE>


                 See notes to consolidated financial statements


                                       3

<PAGE>


                    Certified Services, Inc. and Subsidiaries
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                       For the Three Months Ended
                                                               March 31,

                                                           2002           2001
                                                       -----------    -----------
<S>                                                     <C>            <C>

Revenue                                                 69,108,331     30,190,065
                                                       -----------    -----------

Cost of Services

  Payroll, payroll taxes and employee benefits          63,902,761     29,050,610
  Workers compensation insurance and owner operator      2,155,368        901,730
                                                       -----------    -----------
     Total Cost of Services                             66,058,129     29,952,340
                                                       -----------    -----------

Gross Profit                                             3,050,202        237,725
                                                       -----------    -----------

Operating Expenses

  Compensation, payroll taxes and benefits                 466,426        199,349
  Commissions and selling expenses                         752,586         86,981
  General and administrative expenses                      813,191        380,627
  Depreciation                                              13,597         14,392

      Total Operating Expenses                           2,045,800        681,349
                                                       -----------    -----------

Profit or (Loss)  From Operations                        1,004,402       (443,624)
                                                       -----------    -----------

Other Income (Expense)
  Non-recurring income                                     353,658              -
  Interest income                                              750            494
  Interest expense                                         (69,597)             -
                                                       -----------    -----------

      Total Other Income (Expense)                         284,811            494
                                                       -----------    -----------

Income (Loss) Before Income Taxes                        1,289,213       (443,130)

Income Tax Provision                                       514,910              -
                                                       -----------    -----------

Net Income (Loss)                                          774,303       (443,130)
                                                       ===========    ============
Net Income (Loss)  Per Share                                  0.23          (0.13)
                                                       ===========    ============

Weighted Average Number of Common Shares Outstanding     3,421,145      3,421,145
                                                       ===========    ===========
</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>


                    Certified Services, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>

                                                        For the Three Months Ended
                                                                 March 31,

                                                            2002           2001
                                                         -----------    -----------

<S>                                                         <C>            <C>
Net Cash Provided by (Used in) Operating Activities         1,958,104      (895,427)

Cash Flows From Investing Activities

  Purchase of Property and Equipment                                -        (2,438)
  Cash payment of Deposits                                          -       (42,686)
                                                          -----------    ------------
     Net Cash (Used in) Provided By Investing Activities            0       (45,124)
                                                          -----------    ------------

Cash Flows From Financing Activities

  Repayments of Long Term Debt                                (62,508)      (76,108)
  Repayments of Capital Lease Obligations                      (9,775)            -
                                                          -----------    ------------
     Net Cash Provided by (Used in) Financing Activities      (72,283)      (76,108)
                                                          -----------    ------------

Net Increase (Decrease) in Cash                             1,885,821    (1,016,659)
Cash at Beginning of Period                                 1,459,576       542,684
                                                          -----------    ------------
Cash at End of Period                                       3,345,397      (473,975)
                                                          ===========    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

  INFORMATION

  Cash Paid during the Period:


  Interest Expense                                             16,603             -
                                                         -------------   -----------
</TABLE>


                 See notes to consolidated financial statements

                                       5
<PAGE>


                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

         BASIS OF PRESENTATION

           The accompanying  unaudited condensed financial  statements have been
           prepared in accordance with generally accepted accounting  principles
           for interim  financial  information and with the instructions to Item
           310 of Regulation  S-B.  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, 2002 and 2001
           are not  necessarily  indicative  of the results that may be expected
           for the  years  ended  December  31,  2002 and  2001.  The  unaudited
           condensed financial statements should be read in conjunction with the
           consolidated  financial  statements and footnotes thereto included in
           the Company's  annual report on Form 10-K for the year ended December
           31, 2001.

         INCOME TAXES

           For the quarter ended March 31, 2002, income taxes have been computed
           by applying the applicable  statutory  Federal and State tax rates to
           the annualized income of the Company.

           For the  quarter  ended  March 31,  2001,  there is no tax benefit as
           substantially  all of the loss is  attributable  to the activities of
           the then 'S' corporations  which were not subject to corporate income
           taxes.

         SUBSEQUENT EVENTS

           In May, 2002, the Company  executed a Letter of Intent to acquire all
           of  the  issued  and  outstanding  capital  stock  of a  professional
           employee organization operating in the Southeastern United States for
           an aggregate of $5,700,000 in cash, notes and shares of the Company's
           common stock,  subject to due diligence and execution of a definitive
           agreement.

         RECENT PRONOUNCEMENT

           In June 2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and Other
           Intangible Assets". Under this new standard, purchased goodwill is no
           longer  amortized  over its useful  life.  Rather,  goodwill  will be
           subject to a periodic impairment test based upon its fair value.

           Certified  Services,  Inc. and Subsidiaries are currently  evaluating
           the impact of the pronouncement to determine the effect, if any, they
           may  have on the  consolidated  financial  position  and  results  of
           operations. Certified Services and Subsidiaries are required to adopt
           this standard in the first quarter of fiscal year 2002.




                                       6
<PAGE>



         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following discussion contains forward-looking  statements regarding
us, our  business,  prospects  and  results of  operations  that are  subject to
certain  risks and  uncertainties  posed by many  factors  and events that could
cause our  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,  our ability to  successfully  develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude customers from using our products
for  certain  applications,  delays  in  our  introduction  of new  products  or
services, and failure by us 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

The following  table presents the Company's  results of operations for the three
months ended March 31, 2002 and 2001, expressed as a percentage of revenues:



                                              For the Three Months Ended
                                                        March 31,

                                                   2002      2001
                                                   ----      ----

Revenue                                            100.0%   100.0%
                                                   -----    -----

Cost of Services

   Salaries, wages, payroll taxes and benefits      92.5     96.2
   Workers' compensation and other costs             3.1      3.0
                                                   -----    -----
Total Cost of Services                              95.6     99.2
                                                   -----    -----

Gross Profit                                         4.4      0.8
                                                   -----    -----

Operating Expenses

   Compensation, payroll taxes and benefits          0.6      0.7
   Commissions and selling expenses                  1.1      0.3
   Other general and administrative expenses         1.2      1.3
   Depreciation and amortization                     0.0      0.0
                                                   -----    -----
Total Operating Expenses                             2.9      2.3
                                                   -----    -----

Income (Loss) From Operations                        1.5     -1.5
                                                   -----    -----
Other Income (Expense)
   Non-recurring income                              0.5      0.0
   Interest income                                   0.0      0.0
   Interest expense                                 -0.1      0.0
                                                   -----    -----
Total Other Income (Expense)                         0.4      0.0
                                                   -----    -----


Income (Loss) Before Income Taxes                    1.9     -1.5

Income Tax Provision (Benefit)                       0.7      0.0
                                                   -----    -----
Net Income (Loss)                                    1.2%    -1.5%
                                                    =====    =====




                                       7
<PAGE>




Net Revenues - Revenues  were $69.1 million for the three months ended March 31,
2002  compared to $30.2 for the three months ended March 31, 2001,  representing
an increase of $38.9 million, or 128.9%. Revenue growth was primarily due to the
Company's  recruitment growth of sales personnel in the southeastern  portion of
the  country.  From  March 31,  2001 to March 31,  2002,  the  number of clients
increased 52% from 113 to 172 .

Cost of Services - Cost of services was $66.1 million for the three months ended
March 31, 2002,  compared to $29.9  million for the three months ended March 31,
2001,  representing an increase of $36.1 million or 120.5%. Cost of services was
95.6% of revenue for the three  months ended March 31, 2002 and 99.2% of revenue
for the three  months ended March 31,  2001.  Cost of services  grew at a slower
pace for the first three months of 2002  compared to the same period in 2001 due
primarily to the termination of an  unprofitable  self-funded  health  insurance
program. The termination of this program has reduced the cost of benefits to the
Company in 2002. Workers' compensation and other costs increased of $1.2 million
or 138.0% for the first  three  months of 2002.  Workers'  compensation  premium
growth is primarily  reflective of overall revenue growth.  The Company incurred
modest  premium  rate  increases  reflective  of  trends in  insurance  industry
pricing.

Gross  Profit - Gross  Profit was $3.0  million for the three months ended March
31, 2002  compared to $200  thousand  for the three  months ended March 31, 2001
representing  an increase of $2.8 million or 1,183.1%.  Gross profit was 4.4% of
revenues  for the three  months ended March 31, 2002 and .8% of revenues for the
three months ended March 31, 2001.  Gross profit was positively  impacted by the
termination  at December  31,  2001 of the  Company's  unprofitable  self-funded
health  program.  Additionally,  gross  profit  was  enhanced  by a  significant
increase in sales volume at more favorable billing rates.

Operating  Expenses -- Operating expenses were $2.0 million for the three months
ended March 31, 2002  compared to $700 thousand for the three months ended March
31, 2001 representing and increase of $1.3 million or 200.3%. Operating expenses
were 3.0% of revenues for the three  months  ended March 31,  2002,  compared to
2.3% for the three months ended March 31, 2001.  Additions to personnel staffing
and  infrastructure to support increased sales volume  contributed to the growth
of operating  expenses in 2002.  For the three  months  ended 2002,  the Company
retained   additional   contract   labor  to   advance   accounting   department
productivity.  Sales  commission  expense  for the  first  three  months of 2002
increased  $600  thousand or 765.2% over the same period in 2001.  The growth in
sales  commission  expense is due to the  recruitment  growth of contract  sales
personnel.

Other Income  (Expense) - Other  income and expense  were $285  thousand for the
three months ended March 31, and $494 for the three months ended March 31, 2001.
Other income includes $354 thousand of  non-recurring  income related to payroll
tax refunds for the three months ended March 31, 2002.  Interest  expense of $69
thousand represents  interest expense on acquisition  indebtedness for the three
months ended March 31, 2002.

Net Income - Net income was $774  thousand  for the three months ended March 31,
2002  compared to a net loss of $-443  thousand for the three months ended March
31, 2001 representing an increase of $1.2 million. Net income growth for the




                                       8
<PAGE>

first  three  months  of 2002  compared  to the first  three  months of 2001 was
favorably  impacted by the  elimination  of the  Company's  unprofitable  health
insurance plan as of December 31, 2001, and  significant  sales volume growth at
higher  customer  billing  rates.  Additionally,  net income for the first three
months of 2002 includes $354 thousand of non-recurring income related to payroll
tax refunds.

Liquidity and Capital Resources

The Company had approximately $3.3 million in cash and cash equivalents at March
31, 2002. The Company periodically evaluated its liquidity requirements, capital
needs and availability of capital  resources in view of its plans for expansion,
including potential acquisitions, anticipated levels of health benefit subsidies
and  other  operating  cash  needs.  The  Company   terminated  an  unprofitable
self-funded  health  insurance  program as of December 31, 2001. The decision to
end  the  health  plan  has   contributed  to  the  return  of  the  Company  to
profitability.  The Company's return to  profitability is generating  sufficient
cash flow to meet it s requirements  through 2002. The Company may rely on these
same sources,  as well as public or private debt and/or equity financing to meet
its long term capital needs.

Net cash provided by operating  activities was $1.9 million for the three months
ended March 31, 2002  compared to net cash used by operating  activities of $900
thousand for the three months ended March 31, 2001  representing  an increase of
$2.8 million.


PART II - OTHER INFORMATION

ITEM 1. LEGAL  PROCEEDINGS  - The Company  from time to time is party to certain
pending claims which have arisen from the normal course of doing business,  none
of which in the  opinion of the  Company's  management,  is  expected  to have a
material adverse effect on the consolidated financial position or the results of
operations if adversely resolved.

ITEM 2.  CHANGES IN SECURITIES - None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.

ITEM 5.  OTHER INFORMATION - None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM  8-K -

(a)  Exhibits:    A      Letter on Unaudited Interim Financial Information

(b)  Reports      None.


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

CERTIFIED SERVICES, INC.
 (Registrant)

Date:  May 15, 2002




/s/ William Keywan
---------------------------------------
William Keywan, President,
Chief Executive Officer, and Director







                                       9
<PAGE>


                                                                       EXHIBIT A






To the Board of Directors and Stockholders of
Certified Services, Inc. and Subsidiaries



We have  reviewed  the  accompanying  consolidated  balance  sheet of  Certified
Services,   Inc.  and  Subsidiaries  as  of  March  31,  2002  and  the  related
consolidated  statements of operations and cash flows for the three months ended
March 31, 2002 and 2001. These financial  statements are the  responsibility  of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquires of persons  responsible  for financial and  accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.


/s/ Rosenberg, Rich, Baker, Berman & Company

Bridgewater, New Jersey
May 13, 2002



                                       10