SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-KSB

|X|  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934. For the Fiscal Year ended December 31, 2003.

|_|  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: 0-26828

                                MORO CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

     Delaware                                          51-0338736
    (State or other jurisdiction            (I.R.S. Employer Identification No.)
      of organization)
                              The Woods, Suite 1000
                            994 Old Eagle School Road
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

                                  (484)367-0300
                           (Issuer's telephone number)

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                     Common Stock, Par Value $.001 per share
                              (Title of each Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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 [x] NO[ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in a definitive proxy or information statement
incorporated  by  reference  in Part III of this Form 10-K or  amendment to this
Form 10-K [x]

Issuer's revenues for its most recent fiscal year: $23,118,968.

As of April 13, 2004,  the  aggregate  market value of the voting  stock held by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock was $888,203.

                                        1

<PAGE>

Check  whether  the issuer has filed all  documents  and  reports to be filed by
Section  12,  13,  or  15(d) of the  Exchange  Act  after  the  distribution  of
securities under a plan confirmed by the court. Yes [x] No[ ].

As of April 13, 2004, the number of shares  outstanding  of each class of common
equity was 6,250,000 shares of Common Stock, par value $.001.



                                       2
<PAGE>


PART I

Item  1. Description of Business.

The Company was organized as a Delaware  corporation on February 12, 1992 and on
June 7,  1999,  the  Company  changed  its name  from Food  Court  Entertainment
Network, Inc. to Moro Corporation.

From May 1999 through March 31, 2000, the Company was an inactive  public shell.
As of April 1, 2000,  the  Company,  through its newly formed  subsidiary,  Moro
Acquisition Corp. ("MAC"),  purchased  substantially all of the operating assets
and  assumed  certain   liabilities  of  J.M.  Ahle  Co.,  Inc.,  a  New  Jersey
corporation,  for $1,406,212.  At the time of the  transaction,  MAC changed its
name  from  MAC to J.M  Ahle  Co.,  Inc.  ("Ahle").  Ahle  is a  fabricator  and
distributor of reinforcing  steel to contractors and  subcontractors  for use in
the construction of highways, airports, bridges, treatment facilities,  schools,
public facilities, industrial and commercial buildings, and other structures.

On October 1, 2002, Moro/Rado  Acquisition Corp.  ("Moro/Rado"),  a wholly-owned
subsidiary of Moro Corporation (the "Company),  purchased  substantially  all of
the operating assets and assumed certain  liabilities of Rado Enterprises,  Inc.
("Rado"),  pursuant to an Asset  Purchase  Agreement  dated July 31, 2002 by and
among Moro/Rado,  Rado and Antonio D. Rado for $2,424,000.  Rado is a mechanical
contractor   engaged  in  various   plumbing,   heating,   ventilation  and  air
conditioning  projects for commercial,  industrial and  institutional  buildings
located in northeastern and central Pennsylvania.  Moro/Rado intends to continue
the business of Rado as conducted prior to the acquisition.

Competition

The  Construction  Materials  and  Mechanical  Contracting  business  are highly
competitive.  The Company competes with numerous organizations of varying sizes.
The Company competes primarily on the basis of price, location, quality, service
and reputation.

Labor Contracts

Certain  employees of Rado are  represented by labor unions.  As of December 31,
2003, the Company is not aware of any labor disputes.

Sources of Raw Materials

The Company has  experienced no problems with the  availability of raw materials
and has various  sources for supplies.  During 2003, the Company had two vendors
that accounted for approximately 25% of total purchases.

Areas of Sales

Sales from the Construction Materials segment are derived from customers located
in New Jersey and  southern  New York.  Sales  from the  Mechanical  Contracting
segment are derived from customers located in eastern and central Pennsylvania.


                                       3
<PAGE>


Employees

As of December 31, 2003, the Company had 67 employees, 21 of which were employed
by Ahle on a full time  basis and 46 of which  were  employed  by Rado on a full
time basis.

Item 2. Description of Properties.

The Company is  headquartered  at the  offices of Colmen  Menard  Company,  Inc.
("Colmen Menard") at 994 Old Eagle School Road, Suite 1000, Wayne,  Pennsylvania
19087, telephone 484-367-0300,  fax 484-367-0305.  Colmen Menard, which is owned
by David Menard, provides offices and facilities without cost to the Company.

Ahle operates from an approximately 21,700 square foot leased warehouse facility
and  contiguous 3.4 acre yard site located on Herman  Street,  South River,  New
Jersey.  The  lease  provides  for a rental  payment  of $3,953  per month  plus
utilities  (real estate taxes and  insurance  are paid for by the  landlord) and
expires on April 30, 2006.

Rado operates from an  approximately  33,160 square foot leased facility located
at Columbia  Industrial  Park, 20  Industrial  Drive,  Bloomsburg,  Pennsylvania
17815.  The lease provides for a rental payment of $10,000 per month with taxes,
utilities  and  insurance  also being paid for by Rado,  and  expires on May 21,
2008. The owner of the premises is JAD Associates,  LLC, a Pennsylvania  limited
liability company, owned by David Menard and his wife.

Item 3. Legal Proceedings.

The Company is not involved in any pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

The  authorized  capital stock of the Company  consists of 25,000,000  shares of
Common  Stock,  par value $.001 per share,  and  5,000,000  shares of  preferred
stock,  par  value  $.001  per  share.  The  Company  has not  paid and does not
contemplate  the  payment  of any  dividends  in  the  foreseeable  future.  The
Company's  Common  Stock is traded on the  National  Association  of  Securities
Dealer's, Inc. OTC Bulletin Board under the symbol MRCR.OB. The high and low bid
prices for the Common Stock during calendar year 2002 and 2003 were as follows:

                       2002                               High            Low
                       ----                               ----            ---

First Quarter (through March 31, 2002)                    $.36            $.35
Second Quarter (through June 30, 2002)                    $.70            $.36
Third Quarter (through September 30, 2002)               $1.01            $.41
Fourth Quarter (through December 31, 2002)               $1.03            $.41


                                       4
<PAGE>


                       2003
                       ----

First Quarter (through March 31, 2003)                    $.55            $.35
Second Quarter (through June 30, 2003)                    $.75            $.34
Third Quarter (through September 30, 2003)                $.51            $.30
Fourth Quarter (through December 31, 2003)                $.55            $.26

These quotations reflect inter-dealer prices,  without retail mark-up, mark down
or commission, and may not reflect actual transactions.

On December 31, 2003, there were approximately 276 shareholders of record of the
Common Stock.
<TABLE>
<CAPTION>

                                       Equity Compensation Plan Information as of December 31, 2003
                                       ------------------------------------------------------------

                              Number of securities                  Weighted-average        Number of securities
                                 to be issued upon                 exercise price of         remaining available
                                       exercise of              outstanding options,         for future issuance
                              outstanding options,         warrants and rights under                under equity
   Plan category               warrants and rights                compensation plans          compensation plans
   -------------           -----------------------       ---------------------------       ---------------------
<S>                                   <C>                            <C>                          <C>

Equity Compensation
 plans approved by
 security holders                     60,000                          $0.75                        240,000

Equity Compensation
 plans not approved
 by security holders                     -                               -                            -
                                      ------                          -----                        -------

         Total                        60,000                          $0.75                        240,000
                                      ======                          =====                        =======
</TABLE>

(1)     In 2000,  the Company  established  an incentive  stock option plan (the
        Plan) and presently has reserved  300,000 shares of the Company's common
        stock for issuance under the Plan.  Options granted pursuant to the Plan
        and contractual agreements at December 31, 2003 and 2002 were 60,000 and
        those options were granted to key employees.  The exercise price is $.75
        per  common  share,  and are  exercisable  through  July 31,  2005.  All
        issuances were granted at the fair market value of the Company's  common
        stock at time of grant.

For additional information, see Note 16 to consolidated financial statements.

On October 1, 2002, the Company issued $650,000 of 10% Convertible Debentures to
10  investors.  The  Debentures  mature on September  30, 2007,  and interest is
payable  semi-annually  in arrears  at the rate of ten  percent  per annum.  The
Debentures  are  convertible at any time prior to maturity into shares of Common
Stock of the Company at the rate of $2.00 per share. The Debentures were offered
and sold by the Company pursuant to the exemption from registration set forth in
Rule 506 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended  ("Act").  All of the investors were accredited  investors as defined in
Rule 501 promulgated under the Act.


                                       5
<PAGE>


On October 1, 2002,  the Company sold 600,000 shares of Common Stock at $.50 per
share for aggregate  gross  proceeds of $300,000.  Of such shares,  400,000 were
purchased by David W. Menard and his wife, and the balance by another  investor.
The shares were offered and sold by the Company  pursuant to the exemption  from
registration  set forth in Rule 506 of Regulation D  promulgated  under the Act.
All  of  the  investors  were  accredited  investors  as  defined  in  Rule  501
promulgated under the Act.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Forward Looking Statements

This Form 10-KSB contains certain forward looking  statements  regarding,  among
other things,  the anticipated  financial and operating  results of the Company.
For this purpose, forward looking statements are any statements contained herein
that are not statements of historical fact and include,  but are not limited to,
those   preceded  by  or  that   include  the  words,   "believes,"   "expects,"
"anticipates," or similar expressions. Those statements are subject to known and
unknown  risks,  uncertainties  and other  factors  that could  cause the actual
results  to  differ  materially  from  those  contemplated  by  the  statements.
Important  factors  that  could  cause the  Company's  actual  results to differ
materially from those projected  include,  for example (i) there is no assurance
that the Company can locate and purchase  businesses  that meet its criteria for
acquisition,  (ii) there is no  assurance  that the Company  will  achieve  high
returns on capital because of, among other reasons,  unanticipated  fluctuations
in  costs  such as  material  and  labor,  ineffective  management  of  business
operations, or adverse change in the demand in the marketplace for our products,
or (iii) there may be  unanticipated  issues  relating to the integration of new
businesses  into our existing  management  and corporate  culture.  Although the
Company  believes  that the  forward  looking  statements  contained  herein are
reasonable,  it can give no assurance  that the Company's  expectations  will be
met.

Critical Accounting Policies

Management's  discussion and analysis of its financial  condition and results of
operations  are based upon the Company's  financial  statements  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.   On  an  on-going  basis,  management  evaluates  its
estimates,  including  those related to contract  costs,  allowance for doubtful
accounts,  deferred taxes and goodwill  impairment.  These  policies,  which may
significantly  affect  the  determination  of  financial  position,  results  of
operations  and cash flows,  are  summarized  in Note 2, Summary of  Significant
Accounting Policies, in the Notes to Financial Statements, included elsewhere in
this report.  Management  bases its  estimates on historical  experience  and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.


                                       6
<PAGE>



Plan of Operations and Management Strategy

Prior to April 1, 2000, the Company was an inactive public shell. As of April 1,
2000, the Company  acquired  substantially  all of the operating  assets of J.M.
Ahle Co., Inc.  ("Ahle"),  a fabricator and distributor of reinforcing  steel to
the  construction  industry.  As  of  October  1,  2002,  the  Company  acquired
substantially all of the operating assets of Rado Enterprises,  Inc. ("Rado"), a
mechanical contractor engaged in various plumbing, heating,  ventilation and air
conditioning  projects for commercial,  industrial and  institutional  buildings
located in northeastern and central Pennsylvania.

Moro is an acquisition oriented company focusing on acquiring and expanding what
management  believes  are  easy  to  understand,   uncomplicated  manufacturing,
distribution  and service  businesses  serving niche markets.  By employing what
management believes is a dedicated workforce, providing competitive products and
services,  having tight  fiscal  controls in the  business,  and  maintaining  a
frugal,  no-frills management style and cost structure,  Moro seeks to achieve a
high return on capital. Moro's culture revolves around "value investing."

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Percentage of revenue and expenditures for the years ended December 31, 2003 and
2002 are as follows:


                                               2003                 2002
                                           ------------         ------------

Construction materials sales                     46.8%                75.8%
Mechanical contracting sales                     53.2%                24.2%
                                           ------------         ------------
     Total                                      100.0%               100.0%
                                           ============         ============

Cost of goods sold                               37.6%                59.8%
Cost of construction contract revenue            48.2%                20.3%
                                           ------------         ------------
     Total                                       85.8%                80.1%
                                           ------------         ------------

Gross profit                                     14.2%                19.9%

Operating expenses                               10.9%                14.7%
                                           ------------         ------------

Operating income                                  3.3%                 5.2%
Interest and other expenses, net                  0.5%                 0.6%
                                           ------------         ------------
Income before income taxes                        2.8%                 4.6%
Income tax                                        1.2%                 1.9%
                                           ------------         ------------

Net income                                        1.6%                 2.7%
                                           ============         ============







                                       7
<PAGE>

Year Ended December 31, 2003

Total  revenues for the year ended December 31, 2003 were  $23,118,968  compared
with  $14,584,951  for the same period a year ago, an increase of  $8,534,017 or
59%. Revenues for the Mechanical  Contracting division were $12,290,472 for 2003
is  significantly  higher compared to 2002 revenues,  which totaled  $3,532,657,
because this segment was not created until October 1, 2002 with the  acquisition
of Rado Enterprises, Inc. The Mechanical Contracting division accounted for 103%
of the Company's  overall  increase in total revenue  offset by a 2% decrease in
revenues related to the Construction  Materials division which experienced lower
net selling prices for its products.

Net income was $378,439 for 2003  compared with $395,266 for 2002, a decrease of
4%. The  decrease  was  attributable  primarily  to lower gross  margins for the
Construction Materials division and an increase in corporate expenses related to
certain professional fees and corporate development costs.

Because  we  acquired  Rado on  October 1,  2002,  under  accounting  principles
generally  accepted in the United States of America,  the  financial  results of
Rado are not included in our financial statements prior to October 1, 2002.

The  results  of  operations  for 2003 and 2002 in  accordance  with  accounting
principles  generally  accepted  in the United  States of  America is  discussed
above. The pro forma information  reflects the financial results of Rado for the
entire 2002 year. Management believes that this information is useful because it
indicates what revenues,  gross profits,  and net income would have been if Rado
had been acquired on January 1, 2002.

On a pro forma basis, total annual revenues for 2003 was $23,118,968 compared to
$24,227,000  for 2002, a 4.6%  decrease.  The decrease was  attributed  to lower
revenues from  construction  materials due to a decline in the selling prices of
the  Company's  products  due to increased  competition.  Pro forma gross profit
decreased  from  $3,636,000  for 2002 to  $3,294,312  for 2003,  a  decrease  of
$341,688 or 9.4%,  as a result of lower  revenues  from  mechanical  contracting
services and lower gross profit for the  construction  materials  division.  Pro
forma net income for the years ended  December  31, 2003 and 2002 were  $378,439
and  $815,000,  respectively,  a decline of 53.7%.  The decline in pro forma net
income was due to several factors but primarily due to decreased sales.

Year Ended December 31, 2002

Net sales for the year ending December 31, 2002 were  $14,584,951  compared with
$10,923,365  for the prior  year,  an  increase  of 34%.  About 96% of the sales
increase is  attributable  to the Rado  acquisition,  a  mechanical  contracting
business,  which  became  effective  October  1,  2002.  Sales  for 2002 for the
Construction  Materials division were 1% higher than for 2001, which represented
an all time high for this segment.

Net income for the year ending  December  31, 2002 was  $395,266  compared  with
$491,665 for the prior year,  a decrease of 20%. The net income  margin for 2002
was 2.7% compared with 4.5% for the previous  year, a decrease of 1.8 percentage
points.  The decline in profit margins is  attributable  to two factors.  First,
profits  for the  Construction  Materials  division  declined  due to lower unit
selling prices caused by competitive pricing pressures along with higher general
and  administrative  expenses,  such as insurance costs.  Second, the Mechanical
Contracting division, which accounted for about 24% of 2002 revenue,  reported a


                                       8
<PAGE>

margin of 2.4%,  which was lower than the overall  consolidated  margin of 2.7%.
Generally,  the profits for the Mechanical  Contracting division are expected to
be lower than those realized by the Construction Materials division.

On a pro forma basis,  annual revenues for the year ended December 31, 2002 were
$24,227,000  compared to  $26,516,000  for the year ended  December 31, 2001, an
8.6% decrease.  The decrease was  attributed to lower  revenues from  mechanical
contracting services.  Pro forma gross profit decreased from $4,350,000 for 2001
to $3,637,000  for 2002, a decrease of $713,000 or 16.39%,  as a result of lower
revenues  from  mechanical  contracting  services and lower gross profit for the
construction  materials  division.  Pro forma  net  income  for the years  ended
December 31, 2001 and 2002 were $864,000 and $816,000,  respectively,  a decline
of 5.6%.  The  decline in pro forma net income  was due to several  factors  but
primarily due to decreased sales.

Liquidity and Capital Resources

For the year  ended  December  31,  2003,  there was a net  decrease  of cash of
$539,483.  Cash flows from operating activities of $54,303 were offset primarily
by cash flows used in financing  activities  of $201,267  (mainly  repayments of
bank debt) and investing activities of $392,519.

As of December  31,  2003,  cash on hand was  $436,756  and working  capital was
$2,456,791.  The Company  believes that its financial  resources are adequate to
fund the level of operations expected in 2004.

The  Company  through  its  subsidiaries  maintains  lines of credit  facilities
totaling  $4,150,000,  which are  collateralized  by the Company's  assets.  The
credit facilities  require the Company to maintain certain financial  covenants,
which the Company was in  compliance  with at December 31, 2003. At December 31,
2003, the borrowings under the line of credit were $862,399 and the availability
of additional borrowings was $2,525,699.

Item 7.  Financial Statements.

(a)      The following  audited  financial  statements and related documents are
         set forth in this Form 10-KSB on the following pages:

                                                                         Page(s)
                                                                         -------
         Report of Independent Auditor's                                   21-22
         Consolidated Balance Sheets                                          24
         Consolidated Statements of Operations                                25
         Consolidated Statements of Shareholders' Equity                      26
         Consolidated Statements of Cash Flows                                28
         Notes to Consolidated Financial Statements                           29



Item 8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

On June 6, 2003, Parente Randolph,  LLC ("Parente")  resigned as the independent
accountants for the Company.  Because Parente  resigned,  the decision to change
accountants  was not  recommended  or approved by the Board of  Directors  or an
audit or similar committee of the Board of Directors.


                                       9
<PAGE>


The report of Parente on the Company's  financial  statements for the year ended
December 31, 2002 did not contain an adverse  opinion or  disclaimer of opinion,
nor was the audit opinion  qualified or modified as to uncertainty,  audit scope
or accounting principles.

In  connection  with the audit for the year ended  December 31, 2002 and through
June 6, 2003, there were no disagreements  (as defined in Item  304(a)(1)(iv) of
Commission  Regulation S-K) with Parente on any matter of accounting  principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which disagreements if not resolved to Parente's satisfaction, would have caused
Parente  to  make  reference  to  the  subject  matter  of the  disagreement  in
connection  with  their  reports  for  such  periods;  and  there  have  been no
reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

The Company  provided  Parente with a copy of this disclosure and requested that
Parente review such disclosure and provide a letter  addressed to the Securities
and Exchange  Commission as specified by Item 304(a)(3) of Regulation  S-K. Such
letter was filed as Exhibit  16.1 to the  Company's  Current  Report on Form 8-K
dated June 26, 2003.

On  August  13,  2003,  the  Company   appointed   McGladrey  and  Pullen,   LLP
("McGladrey") as its new independent public accountants.  The decision to retain
McGladrey was approved by the Company's Board of Directors on August 13, 2003.

During the years ended December 31, 2002,  and the subsequent  interim period up
to June 6, 2003,  the Company did not consult with  McGladrey  regarding (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed,  (ii) the type of audit opinion that might be rendered on
the  Company's  financial  statements,  or (iii) any other matters or reportable
events set forth in Items 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K.

Item 8A.  Control and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on his evaluation of the Company's  disclosure controls and procedures (as
defined  in Rule  13a-15(e)  under  the  Securities  Exchange  Act of 1934  (the
"Exchange  Act")),  the  principal  executive  officer and  principal  financial
officer  has  concluded  that as of the end of the  period  covered by this Form
10-KSB such  disclosure  controls and  procedures  are  effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the required time periods.

Changes in Internal Control Over Financial Reporting

During the fourth  fiscal  quarter,  there  were no  significant  changes in the
Company's  internal  control  over  financial   reporting  that  has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons.

The executive  officers and  Directors of the Company,  as of December 31, 2003,
together with their ages and business backgrounds are as follows:


                                       10
<PAGE>

             Name              Age                    Position
             ----              ---                    --------

David W. Menard                66           Chairman of the Board of Directors,
                                            Chief Executive Officer, Chief
                                            Financial Officer, President

Lawrence J. Corr               60           Vice President, Director

Phillip Naides                 73           Director

Douglas M. Lurio               47           Director

George F. Sprenkle             49           Director

Each  Director  holds office until the next annual  meeting of  shareholders  or
until his  successor  has been  elected and  qualified.  Members of the Board of
Directors do not currently  receive any  compensation for serving as a Director.
The following is a summary of the business  experience of each executive officer
and Director.

David W. Menard has been the Chairman of the Board and Chief  Executive  Officer
of the Company since May 1999. He is founder,  principal shareholder,  President
and CEO of Colmen  Menard  Company,  Inc.,  a private  investment  banking  firm
founded in 1993, that provides  merger and  acquisition,  corporate  finance and
business  advisory  services.  David W. Menard was  co-founder,  President and a
fifty percent shareholder of a predecessor affiliate founded in 1983. During the
past fifteen years, David W. Menard has managed and overseen,  in the role of an
intermediary, over one hundred merger and acquisition transactions.

Lawrence J. Corr has been Vice President and a Director of the Company since May
2000. He has been Managing  Director of Colmen Menard Company,  Inc. since 1993.
Mr. Corr focuses on environmental  companies such as those involved in hazardous
and solid waste management,  industrial and commercial cleaning and maintenance,
pollution  control  equipment,  asbestos,  recycling,  and related  products and
services as well as consulting  engineering  firms and  industrial  distribution
companies.

Phillip  Naides  become a Director of the  Company in May 2000.  He is a private
investor  and  retired  President  of  T-Thermal   Company,  a  manufacturer  of
industrial pollution control systems.

Douglas M. Lurio became a Director of the Company in May 2000. He is the founder
and senior partner of the law firm of Lurio & Associates, P.C. Mr. Lurio focuses
his legal practice in the area of corporate and securities law.

George F. Sprenkle joined the Board of Directors of the Company in November 2003
and is the sole member of the Audit  Committee of the Board of Directors.  He is
the  President  and Chief  Executive  Officer of  ezBackOffice,  an  application
software and services company offering innovative  web-based solutions to enable
clients to realize  improvements in their back office  operations.  Mr. Sprenkle
co-founded ezBackOffice in May 2000.

Item 10. Executive Compensation.

During  2002 and 2003,  David W.  Menard,  the Chief  Executive  Officer  of the
Company,  did not receive  any  compensation  directly  from the Company for his
services rendered to the Company.

                                       11
<PAGE>

Antonio D. Rado,  the  President  of Rado,  received a base  salary of  $175,001
during 2003 and $43,385 during the period  October 1, 2002 through  December 31,
2002,  a  profit-sharing  contribution  under the Rado  profit  sharing  plan of
$17,500 in 2003 and $2,500 for the period  October 1, 2002 through  December 31,
2002, and a  contribution  under the Rado defined  contribution  plan of $17,500
during 2003 and $4,000 for the period October 1, 2002 through December 31, 2002.
When the Company purchased Rado effective October 1, 2002, Mr. Rado entered into
an employment agreement that expires September 30, 2004. Among other things, the
employment  agreement provides that he shall receive a signing bonus of $600,000
paid in six equal annual  payments of $100,000  commencing  September  30, 2003.
These six  payments  are to be made  regardless  of whether Mr. Rado  remains an
employee of Rado and the payment due in each of years three,  four, five and six
have been guaranteed by David W. Menard and his wife, principal shareholders.

John Ahle, President of Ahle, received a base salary of $123,440 during 2003 and
$119,000  during  2002, a cash bonus of $22,000  during 2003 and $12,000  during
2002,  and a  contribution  to the Ahle  401(k)  plan of $2,600  during 2003 and
$2,600 during 2002. During 2000, Mr. Ahle was granted incentive stock options to
purchase  up to  25,000  shares  of  Company  Common  Stock  at $.75  per  share
exercisable at any time prior to July 31, 2005.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth  information  regarding  beneficial  ownership of
Common  Stock by all persons  known to the Company to have owned more than 5% of
the  outstanding  shares of Common Stock on December  31,  2003,  and the Common
Stock beneficially owned by the directors and officers of the Company as of such
date.
                                                                Percentage of
Name and Address                  Number of Shares(1)      Outstanding Shares(2)
----------------                  ----------------         ------------------

David W. &                           4,631,429 (3)                   69.8%
Jacqueline J. Menard
Suite 1000
994 Old Eagle School Road
Wayne, PA 19087

Lawrence J. Corr                        50,000                         *
Suite 1000
994 Old Eagle School Road
Wayne, PA 19087

Phillip Naides                               0                         *
1750 Oakwood Road
Penn Valley, PA 19072

Douglas M. Lurio                        41,071 (4)                     *
Suite 2340
2005 Market Street
Philadelphia, PA 19103



                                       12
<PAGE>



                                                                Percentage of
Name and Address                  Number of Shares(1)      Outstanding Shares(2)
----------------                  ----------------         ------------------

George F. Sprenkle                      71,429                         *
1914 Firethorn Lane
Villanova, PA 19085

Antonio D. Rado                              0                         *
3707 State Road 487
Stillwater, PA 17878

John Ahle                               25,000 (5)                     *
Foot of Herman Street
South River, NJ 08882

All Directors and Officers
as a group (5 persons)               4,793,929                       72.3%

*Less than one percent.

(1)      Beneficial  ownership is determined in accordance with the rules of the
         Securities  and Exchange  Commission  and derives from either voting or
         investment power with respect to securities.


(2)      For purposes of this table, there were 6,635,000 shares of Common Stock
         deemed  to be  issued  and  outstanding  reflecting  the  Common  Stock
         outstanding  as well as the Common  Stock  underlying  the  outstanding
         60,000 options and $650,000 of 10% Convertible Debentures.

(3)      Reflects 2,396,429 shares owned by Mr. Menard and 2,235,000 shares
         owned by Mrs. Menard.

(4)      Reflects 12,500 shares underlying 10% Convertible Debenture.

(5)      Reflects shares underlying incentive stock options.

Item 12. Certain Relationships and Related Transactions.

On March 31, 2000, and as part of the purchase of Ahle by the Company,  David W.
Menard and his wife loaned Ahle the sum of $300,000.  The loan bears interest at
nine  percent  per  annum  payable  on a monthly  basis,  in  arrears,  with the
principal payable in four equal consecutive annual  installments of $75,000 with
the first  such  installment  due on April 1, 2002.  The  payment by Ahle of the
principal  and  interest  thereunder  is  subordinated  to  the  payment  of all
indebtedness  due by Ahle to  Sovereign  Bank.  On March 31,  2000,  the Menards
borrowed the sum of $300,000 from Sovereign Bank on substantially the same terms
and conditions as exist in connection  with the loan made to Ahle by the Menards
in the  identical  principal  amount.  The  Company  and  Ahle  have  guaranteed
repayment of the loan to the Menards from Sovereign Bank.


                                       13
<PAGE>

During  2002,  Colmen  Menard,  a  company  owned by David W.  Menard,  received
management services fees from the Company of $75,000.

During 2003,  Lawrence Corr, a Director,  received  $50,000 from the Company for
corporate development consulting services.

At the time the Company  purchased Rado, the Company leased the Rado offices and
facilities  from a real estate  partnership  owned  fifty  percent by Antonio D.
Rado,  President  of Rado for $120,000 per annum.  The lease  provided  that the
Company had the right to purchase  the real estate for  $1,150,000  by notice to
the landlord at any time within 120 days  following  the  Company's  purchase of
Rado. The Company  timely  notified the landlord of its election to purchase the
real  estate,  and in May 2003,  and as  permitted  in the  lease,  the  Company
assigned to JAD Associates, LLC, an entity owned by David W. Menard and his wife
("JAD"),  all of its rights to  purchase  the real  property.  In May 2003,  JAD
purchased the real estate for $1,150,000 and entered into a five year lease with
the Company  for the real  property.  The lease  provides  for annual  rental of
$120,000  during the initial term,  contains three five year renewal terms,  and
grants the Company the right of first refusal to purchase the real estate if JAD
attempts  to sell the real  estate  during  the term of the lease or within  two
years  thereafter.  The Company believes the lease  approximates the fair market
value of lease  payments for the property  based upon advice from an independent
professional real estate appraisal firm. The Company has not guaranteed the debt
of the entity owed by the principal shareholder of the Company.
<TABLE>
<CAPTION>

Item 13.  Exhibits and Reports on Form 8-K.

          (a)  Exhibits

            <S>               <C>
             Number                         Title


              2.1               First  Modified  Chapter  11  Plan  of   Reorganization   (with  attached
                                Disclosure Statement and
                                Supplemental  Disclosure  Statement)   (incorporated  by  reference  from
                                Exhibit 2.1 to the Report on Form 8-K filed on June 16, 1999)

              3.1               Amended  And  Restated   Certificate  of  Incorporation  of  the  Company
                                (incorporated  by reference  from Exhibit 3.1 to Form 10-KSB for the year
                                ended December 31, 1997)

              3.1.1             Certificate  of Amendment,  filed June 7, 1999,  to the Amended and  Restated
                                Certificate      of      Incorporation (incorporated    by   reference   from
                                Exhibit  3.1 of the Report on Form 8-K filed on June 16, 1999)

              3.2               By-laws of the Company  (incorporated  by  reference  from Exhibit 3.2 to
                                Amendment  No.  1 to  Registration  Statement  on  Form  SB-2  (File  No.
                                33-91054))


                                       14
<PAGE>


              4.1               Form of 10% Convertible  Debenture due September  30, 2007  (incorporated  by
                                reference  from  Exhibit  4.1 to  Form 10-KSB for the year ended December 31,
                                2002).

              4.2               Loan and Security  Agreement  dated  September  30, 2002 among  Sovereign
                                Bank,  Moro/Rado  Acquisition  Corp., and Moro Corporation  (incorporated
                                by  reference  from  Exhibit  4.2 to  Form  10-KSB  for  the  year  ended
                                December 31, 2002).

              4.3               $2,000,000  Line of Credit  Note dated September   30,   2002  by   Moro/Rado
                                Acquisition  Corp., as maker, in favor of    Sovereign    Bank,    as   payee
                                (incorporated    by   reference   from Exhibit  4.3 to  Form  10-KSB  for the
                                year ended December 31, 2002).

              4.4               $350,000  Acquisition  Term Note dated September   30,   2002  by   Moro/Rado
                                Acquisition  Corp., as maker, in favor of    Sovereign    Bank,    as   payee
                                (incorporated    by   reference   from Exhibit  4.4 to  Form  10-KSB  for the
                                 year ended December 31, 2002).

              4.5               Surety  Agreement dated  September 30, 2002 by Moro  Corporation in favor
                                of Sovereign  Bank  (incorporated  by reference  from Exhibit 4.5 to Form
                                10-KSB for the year ended December 31, 2002).

              4.6               Third  Amendment  to Loan and Security Agreement  dated  October  21, 2002 by
                                and among  Sovereign  Bank,  J.M. Ahle Co., Inc., David W. Menard, Jacqueline
                                J.   Menard,   and  Moro   Corporation (incorporated    by   reference   from
                                Exhibit  4.6 to  Form  10-KSB  for the year ended December 31, 2002).

              4.7               $300,000    Amended    and    Restated Acquisition  Term Note dated September
                                30, 2002 by David W. and Jacqueline J. Menard,   as   makers,   in  favor  of
                                Sovereign Bank, as payee (incorporated by reference  from Exhibit 4.7 to Form
                                10-KSB for the year ended December 31, 2002).

              4.8               $125,000  Amended and Restated  Term Note dated October 21, 2002 by J. M.
                                Ahle  Co.,  Inc.,  as  maker,  in  favor  of  Sovereign  Bank,  as  payee
                                (incorporated  by reference  from Exhibit 4.8 to Form 10-KSB for the year
                                ended December 31, 2002).

              4.9               Second  Amendment  to Loan and Security  Agreement  dated August 28, 2002
                                by and among  Sovereign  Bank,  J.M.  Ahle Co.,  Inc.,  David W.  Menard,
                                Jacqueline J. Menard,  and Moro  Corporation  (incorporated  by reference
                                from Exhibit 4.9 to Form 10-KSB for the year ended December 31, 2002).



                                       15
<PAGE>



             10.1               Asset Purchase  Agreement  dated March 29, 2000 between Moro  Acquisition
                                Corp.,  David W. Menard and  Jacqueline J. Menard,  J.M. Ahle Co.,  Inc.,
                                James M. Ahle,  Raymond J. Donovan,  and Ronald A. Schiavone,  as trustee
                                of the Ronald A.  Schiavone  Living  Trust  u/t/a/d  June 21,  1991,  and
                                Ronald  A.  Schiavone,   individually   (incorporated   by  reference  to
                                Exhibit  10.1 to the  Company's  Annual  Report  on Form  10-KSB  for the
                                fiscal year ended December 31, 1999)

             10.2               Loan  And  Security  Agreement  dated  March  31,  2000,  by and  between
                                Sovereign  Bank,  Moro  Acquisition  Corp. and David W. and Jacqueline J.
                                Menard  (incorporated  by  reference  to  Exhibit  10.2 to the  Company's
                                Annual  Report on Form  10-KSB for the fiscal  year  ended  December  31,
                                1999)

             10.3               First  Amendment  to Loan And Security  Agreement  dated August 30, 2001,
                                by and between  Sovereign Bank,  J.M. Ahle Co., Inc.,  Moro  Corporation,
                                and David W. and Jacqueline J. Menard

             10.4               Amended and  Restated  Line of Credit Note dated  August 30, 2001 by J.M.
                                Ahle Co., Inc., as maker,  in favor of Sovereign  Bank, as payee,  in the
                                principal amount of $1,500,000

             10.5               Subordinated Term Note dated March 31, 2000 by Moro
                                Acquisition  Corp.,  as maker,  in favor of David W. Menard and Jacqueline
                                J. Menard,  as payee,  in the principal  amount of $300,000  (incorporated
                                by  reference  to  Exhibit  10.3 to the  Company's  Annual  Report on Form
                                10-KSB for the fiscal year ended December 31, 1999)

             10.6               Surety  Agreement  dated March 31, 2000 by Moro  Corporation  in favor of
                                Sovereign  Bank  (incorporated  by  reference  to  Exhibit  10.4  to  the
                                Company's  Annual  Report  on Form  10-KSB  for  the  fiscal  year  ended
                                December 31, 1999)

             10.7               Acquisition  Term Note dated March 31, 2000 by David W. Menard and Jacqueline
                                J.  Menard,  as  maker,  in  favor  of Sovereign   Bank,  as  payee,  in  the
                                principal     amount    of    $300,000 (incorporated  by reference to Exhibit
                                10.5 to the Company's Annual Report on Form  10-KSB for the fiscal year ended
                                December 31, 1999)

             10.8               2000 Stock Option Plan dated August 1, 2000  (Incorporated  by reference from
                                Exhibit   10.1   to   the    Company's Quarterly  Report on Form  10-QSB  for
                                the quarter ended September 30, 2000)


                                       16
<PAGE>

             10.9               Subscription  Agreement between the Company and Greenwood Partners,  LLC,
                                dated  August 1, 2000  (Incorporated  by  reference  from Exhibit 10.2 to
                                the  Company's  Quarterly  Report on Form  10-QSB for the  quarter  ended
                                September 30, 2000)

             10.10              Greenwood   Partners   Warrant   Certificate   dated   August   1,   2000
                                (Incorporated  by reference from Exhibit 10.3 to the Company's  Quarterly
                                Report on Form 10-QSB for the quarter ended September 30, 2000)

             10.11              Asset  Purchase  Agreement  dated  July 31,  2002 by and among  Moro/Rado
                                Acquisition   Corp.,  Rado   Enterprises,   Inc.,  and  Antonio  D.  Rado
                                (incorporated  by  reference  from Exhibit 2.1 to the  Company's  Current
                                Report on Form 8-K filed October 15, 2002).

           **10.12              First  Amendment  to Loan and Security  Agreement  by and among  Sovereign
                                Bank, Rado Enterprises, Inc. and Moro Corporation dated August, 2003.

           **10.13              Fourth  Amendment  to Loan and Security  Agreement by and among  Sovereign
                                Bank,  J.M.  Ahle Co.,  Inc.,  David W. and  Jacqueline J. Menard and Moro
                                Corporation dated August 31, 2003.

           **10.14              Term Note by J.M. Ahle Co.,  Inc., as Maker,  in favor of Sovereign  Bank,
                                as payee, in the principal amount of $400,000, dated August 31, 2003.

           **10.15              Amended  and  Restated  Line of  Credit  Note by J.M.  Ahle Co.,  Inc,  as
                                 maker,  in favor of Sovereign  Bank, as
                                payee,  in  the  principal   amount  of
                                $2,000,000, dated August 14, 2003.

           **10.16              Equipment  Line of Credit Note by J.M. Ahle Co.,  Inc, as maker,  in favor
                                of Sovereign  Bank, as Payee, in the principal  amount of $150,000,  dated
                                August 31, 2003.

           **10.17              Employment  Agreement between Rado Enterprises,  Inc. and Antonio D. Rado,
                                dated September 30, 2002.

           **10.17.1            First Amendment to Employment  Agreement  between Rado  Enterprises,  Inc.
                                and Antonio D. Rado, dated March 24, 2003.

           **10.18              Lease Agreement between JAD Associates,  LLC and Rado  Enterprises,  Inc.,
                                dated May 22, 2003.

           **31                 Statement of Chief  Executive and Chief Financial Officer pursuant to 18 U.S.C.
                                Section  1350,  as adopted  pursuant to Section 302 of the  Sarbanes-Oxley  Act
                                of 2002.



                                       17
<PAGE>

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

** - Filed as Exhibits hereto.


           (b) Reports on Form 8-K

                  None.
</TABLE>

Item 14. Principal Accountant Fees and Services.

Parente Randolph,  LLC ("Parente") was the Company's principal accountant during
2002 and through June 2003,  and McGladrey & Pullen,  LLP  ("McGladrey)  was the
Company`s principal  accountant from and after August 2003 and for the remainder
of 2003.

During 2003 and 2002,  Parente and McGladrey were compensated by the Company for
services provided to the Company in the following categories and amounts:
<TABLE>
<CAPTION>

                                           Parente            Parente           McGladrey
                                             2002               2003                 2003
                                           --------           --------          -------------

<S>                                     <C>                  <C>              <C>
              Audit Fees *              $      42,259        $     7,200      $      54,937
              Audited Related Fees                  0                  0                  0
              Tax Fees                              0                  0                  0
              All Other Fees **                12,000                  0                  0
              Out-of-Pocket Expenses                0                  0                  0
                                        -------------        -----------      -------------
                  Total                 $      54,259        $     7,200      $      54,937
                                        =============        ===========      =============
</TABLE>

*"Audit  Fees"  include  fees  related  to the  audit  of the  Company's  annual
financial   statements  and  reviews  of  the  Company's   quarterly   financial
statements.

**The  Company was billed by Parente  during  2002 for $10,000 for  professional
services rendered in connection with the Company's  purchase of Rado, and during
2003 for $2,000 for  professional  services  rendered by Parente relating to the
transition of the audit function from Parente to McGladrey.

All services  provided by the Company's  principal  accountants  during 2002 and
2003 were  approved in advance by the Chairman of the Board.  In November  2003,
the Board established an Audit Committee  consisting of Mr. Sprenkle.  The Audit
Committee  Charter  provides  that the  Audit  Committee  has the  authority  to
pre-approve  all audit and  non-audit  services to be performed by the auditors,
and has the  responsibility  to  review  and  confirm  the  independence  of the
auditors.




                                       18
<PAGE>


                                   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.

                                             MORO CORPORATION

                                             By: /s/ David W. Menard
                                                --------------------

                                             David W. Menard,
                                             President

         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 dates indicated.

Signatures                                  Title                      Date
----------                                  -----                      ----

/s/ David W. Menard           President and Director              April 13, 2004
----------------------
David W. Menard               (Principal Executive Officer
                              and Principal Accounting
                              Officer)

/s/ Lawrence J. Corr          Vice President, Director            April 13, 2004
----------------------
Lawrence J. Corr

______________________        Director                            April __, 2004
Philip Naides

/s/ Douglas M. Lurio          Director                            April 13, 2004
----------------------
Douglas M. Lurio

______________________        Director                            April __, 2004
George F. Sprenkle



                                       19
<PAGE>


  MORO CORPORATION
                                TABLE OF CONTENTS
                           DECEMBER 31, 2003 AND 2002





                                                                           Page
                                                                       Number(s)
                                                                       ---------

INDEPENDENT AUDITORS' REPORT                                              21-22

CONSOLIDATED BALANCE SHEETS                                                  24

CONSOLIDATED STATEMENTS OF OPERATIONS                                        25

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                              26

CONSOLIDATED STATEMENTS OF CASH FLOWS                                        28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   29







                                       20
<PAGE>



                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors
Moro Corporation and Subsidiaries
Wayne, Pennsylvania


We have audited the accompanying  consolidated balance sheet of Moro Corporation
and  subsidiaries  as of  December  31,  2003,  and the  related  statements  of
operations,  retained  earnings  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 auditing standards  generally accepted
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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Moro Corporation and
subsidiaries  as of December 31, 2003,  and the results of their  operations and
their  cash  flows  for the  year  then  ended  in  conformity  with  accounting
principles generally accepted in the United States of America.




                                            /s/ MCGLADREY & PULLEN, LLP
Blue Bell,  Pennsylvania
March 12, 2004 except for note 24,
as of which is dated April 13, 2004




                                       21
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Moro Corporation
Bala Cynwyd, Pennsylvania


We have audited the accompanying  consolidated balance sheet of Moro Corporation
and  subsidiaries  (the  "Company")  as of December  31,  2002,  and the related
consolidated  statements of operations,  stockholders' equity 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 auditing standards  generally accepted
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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Moro Corporation as
of December 31, 2002,  and the results of their  operations and their cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.



/s/ PARENTE RANDOLPH, LLC

Philadelphia, Pennsylvania
March 25, 2003



                                       22
<PAGE>

<TABLE>
<CAPTION>


                                MORO CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002




                                                                       2003            2002
                                                                  --------------  --------------
                                      ASSETS

CURRENT ASSETS
<S>                                                              <C>             <C>
 Cash and Cash Equivalents ....................................   $    436,756    $    976,239
 Trade Accounts Receivable, Net ...............................      2,413,597       1,927,920
 Accounts Receivable on Contracts (Including Retentions) ......      1,718,852       2,567,006
 Inventory ....................................................        708,046         598,030
 Costs and Estimated Earnings in Excess of Billings
   on Uncompleted Contracts ...................................        362,745         732,300
 Investment in Joint Venture ..................................        145,796            --
 Prepaid Income Taxes .........................................         40,013            --
 Other Current Assets .........................................         31,823          46,260
                                                                  ------------    ------------
 Total Current Assets .........................................      5,857,628       6,847,755

 PROPERTY AND EQUIPMENT, NET ..................................      1,167,787       1,157,915

 OTHER INTANGIBLE ASSETS, NET .................................         26,508          62,530

 OTHER ASSETS .................................................          7,718           5,593

 GOODWILL .....................................................        385,341         380,863
                                                                  ------------    ------------

 Total Assets .................................................   $  7,444,982    $  8,454,656
                                                                  ============    ============
          See accompanying Notes to Consolidated Financial Statements



                                       23
<PAGE>


                                MORO CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002



                                                                       2003            2002
                                                                  --------------  --------------
                        LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
 Line of Credit ...............................................   $    862,399    $  1,031,625
 Current Portion of Long-Term Debt ............................        437,941         409,828
 Trade Accounts Payable .......................................      1,405,901       1,188,491
 Due to Former Owner ..........................................        431,322         967,155
 Accrued Expenses .............................................        222,864         488,673
 Billings in Excess of Costs and Estimated Earnings
   on Uncompleted Contracts ...................................         40,410         610,742
 Income Taxes Payable .........................................           --           124,282
                                                                  ------------    ------------
 Total Current Liabilities ....................................      3,400,837       4,820,796

 LONG-TERM LIABILITIES
 Long-Term Debt ...............................................        948,388       1,008,542
 Convertible Debentures .......................................        650,000         650,000
 Deferred Tax Liability .......................................        159,000          67,000
                                                                  ------------    ------------
 Total Long-Term Liabilities ..................................      1,757,388       1,725,542
                                                                  ------------    ------------

 STOCKHOLDERS' EQUITY
 Preferred Stock, $.001 Par Value, Authorized 5,000,000 Shares;
   None Issued or Outstanding .................................           --              --
 Common Stock, $.001 Par Value, Authorized 25,000,000 Shares;
   Issued and Outstanding 6,250,000 Shares at December 31,
   2003 and 2002 ..............................................          6,250           6,250
 Additional Paid-In Capital ...................................        793,325         793,325
 Retained Earnings ............................................      1,487,182       1,108,743
                                                                  ------------    ------------
 Total Stockholders' Equity ...................................      2,286,757       1,908,318
                                                                  ------------    ------------

 Total Liabilities and Stockholders' Equity ...................   $  7,444,982    $  8,454,656
                                                                  ============    ============


</TABLE>


           See accompanying Notes to Consolidated Financial Statements



                                       24
<PAGE>



<TABLE>
<CAPTION>


                                MORO CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                       2003            2002
                                                                  --------------  --------------
<S>                                                              <C>             <C>

  REVENUES:
  Construction Material Sales, Net .............................   $ 10,828,496    $ 11,052,294
  Mechanical Contracts Revenue Earned ..........................     12,290,472       3,532,657
                                                                   ------------    ------------
  Total Revenues ...............................................     23,118,968      14,584,951

  COST OF REVENUES:
  Cost of Goods Sold ...........................................      8,692,861       8,716,900
  Cost of Construction Contract Revenue Earned .................     11,131,795       2,961,239
                                                                   ------------    ------------
  Total Cost of Revenues .......................................     19,824,656      11,678,139

  GROSS PROFIT .................................................      3,294,312       2,906,812

  OPERATING EXPENSES
  Selling, General and Administrative Expenses .................      2,521,065       2,148,763
                                                                   ------------    ------------
  Total Operating Expenses .....................................      2,521,065       2,148,763
                                                                   ------------    ------------

  OPERATING INCOME .............................................        773,247         758,049

  OTHER INCOME (EXPENSE)
  Other ........................................................         23,025           4,765
  Interest Income ..............................................          2,735           7,371
  Interest Expense .............................................       (173,364)        (99,919)
  Equity in Earnings of Joint Venture ..........................         20,796            --
                                                                   ------------    ------------

  INCOME BEFORE INCOME TAXES ...................................        646,439         670,266

  PROVISION FOR INCOME TAXES ...................................        268,000         275,000
                                                                   ------------    ------------

  NET INCOME ...................................................   $    378,439    $    395,266
                                                                   ============    ============

  EARNINGS PER SHARE - BASIC AND DILUTED .......................   $       0.06    $       0.07
                                                                   ============    ============

  WEIGHTED AVERAGE OUTSTANDING (BASIC AND DILUTED) .............      6,250,000       5,770,788
                                                                   ============    ============

</TABLE>



          See accompanying Notes to Consolidated Financial Statements




                                       25
<PAGE>



<TABLE>
<CAPTION>

                                MORO CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2003 AND 2002



                                    Common        Additional          Retained
                                     Stock      Paid-In Capital       Earnings           Total
                                  -----------   ---------------     -----------     -----------

<S>                              <C>               <C>             <C>             <C>
BALANCE, JANUARY 1, 2002 .....    $    5,650        $  493,925      $  713,477      $1,213,052

Net Income ...................            --                --         395,266         395,266

Issuance of Common Stock .....           600           299,400              --         300,000
                                  ----------        ----------      -----------     ----------

BALANCE, DECEMBER 31, 2002 ...         6,250           793,325       1,108,743       1,908,318

Net Income ...................            --                --         378,439         378,439
                                  ----------        ----------      ----------      ----------

BALANCE, DECEMBER 31, 2003 ...    $    6,250        $  793,325      $1,487,182      $2,286,757
                                  ===========       ===========     ===========     ==========

</TABLE>


          See accompanying Notes to Consolidated Financial Statements





                                       26
<PAGE>

<TABLE>
<CAPTION>


                                MORO CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                                   2003            2002
                                                               -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>           <C>
 Net Income ................................................   $   378,439    $   395,266
 Adjustments to Reconcile Net Income to Net Cash Provided by
   Operating Activities:
 Amortization ..............................................        36,022          9,018
 Depreciation ..............................................       253,670        108,404
 Equity in Earnings in Investment in Joint Venture .........       (20,796)          --
 Gain on Sale of Property and Equipment ....................          (501)          --
 Deferred Income Taxes .....................................        92,000         52,000
 Changes in Assets and Liabilities, Net of Acquisitions:
 Trade Accounts Receivable .................................      (485,677)       (63,063)
 Contract Accounts Receivable ..............................       848,154         73,102
 Inventory .................................................      (110,016)        53,765
 Costs in Excess of Billings ...............................       369,555       (512,279)
 Prepaid Income Taxes ......................................       (40,013)        59,000
 Other Current Assets ......................................        14,437        (29,584)
 Other Assets ..............................................        (2,125)          --
 Trade Accounts Payable ....................................       217,410       (510,136)
 Due to Former Owner .......................................      (535,833)       (55,322)
 Accrued Expenses ..........................................      (265,809)       273,936
 Billings in Excess of Costs ...............................      (570,332)       215,857
 Income Taxes Payable ......................................      (124,282)       124,282
                                                               -----------    -----------
 Net Cash Provided by Operating Activities .................        54,303        194,246

 CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of Property and Equipment ........................      (266,541)      (250,331)
 Sale of Property and Equipment ............................         3,500           --
 Investment in Joint Venture ...............................      (125,000)          --
 Acquisition of Business, Net of Cash Acquired .............        (4,478)      (693,197)
                                                               -----------    -----------
 Net Cash Used by Investing Activities .....................      (392,519)      (943,528)

 CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of Common Stock ..................................          --          300,000
 Proceeds from Issuance of Convertible Debentures ..........          --          650,000
 Proceeds from Lines of Credit .............................     1,368,100        555,150
 Repayments of Lines of Credit .............................    (1,537,326)      (710,000)
 Proceeds of Long-Term Debt ................................       420,000        413,207
 Principal Payments of Notes Payable .......................      (452,041)      (128,550)
                                                               -----------    -----------
 Net Cash Provided by (Used in) Financing Activities .......      (201,267)     1,079,807
                                                               -----------    -----------

 NET INCREASE (DECREASE) IN CASH ...........................      (539,483)       330,525

 CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR ...............       976,239        645,714
                                                               -----------    -----------

 CASH AND CASH EQUIVALENTS - END OF YEAR ...................   $   436,756    $   976,239
                                                               ===========    ===========

          See accompanying Notes to Consolidated Financial Statements



                                       27
<PAGE>

                                MORO CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                                   2003            2002
                                                               -----------     -----------
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Cash Paid for Interest ....................................   $   174,398    $    82,486

 Cash Paid for Taxes .......................................   $   111,500    $    40,000

 Non-Cash Financing Activities Related to Acquisition
 Deferred Amount Payable to Former Owner ...................   $      --      $   507,600
 Promissory Note Payable to Former Owner ...................          --          200,000
 Retainage Payable to Former Owner .........................          --          882,003
 Amount Payable to Former Owner ............................          --          140,474
                                                               -----------    -----------

                                                               $      --      $ 1,730,077
                                                               ===========    ===========
</TABLE>







          See accompanying Notes to Consolidated Financial Statements


                                       28
<PAGE>



                                MORO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


NOTE 1        NATURE OF BUSINESS AND OPERATING CYCLE

              Moro  Corporation  (the  "Company")  is  engaged  in two  lines of
              business - Construction Materials and Mechanical Contracting.

              The Construction Materials line of business commenced on March 31,
              2000 when the Company purchased substantially all of the operating
              assets of J.M. Ahle Co., Inc., a New Jersey  corporation  ("Ahle")
              for cash and notes.  Ahle is a fabricator of reinforcing steel and
              a distributor of construction  accessories.  The typical operating
              cycle for Ahle,  from receipt of a purchase  order to the delivery
              of goods, ranges from several days to several months.

              The Mechanical  Contractors line of business  commenced on October
              1,  2002  when   Moro/Rado   Acquisition   Corporation   purchased
              substantially  all of the  operating  assets  of the  former  Rado
              Enterprises, Inc., a Pennsylvania corporation for cash and amounts
              payable.  Moro/Rado Acquisition  Corporation  subsequently changed
              its name to Rado Enterprises, Inc. ("Rado"). Rado fabricates sheet
              metal  ductwork  and  process   piping  and  provides   mechanical
              contracting  services.  The typical operating cycle for Rado, from
              the award of a contract  through the  completion  of the contract,
              ranges  from  several  weeks up to a period of  approximately  two
              years.

              The Company's products/services are used primarily in construction
              projects  such as highways,  bridges,  industrial  and  commercial
              buildings,  hospitals,  schools, office buildings, and other kinds
              of structures.  The Company's customers are mainly contractors and
              end users.


NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              Principles of Consolidation
              ---------------------------
              The consolidated  financial statements include the accounts of the
              Company   and  its   wholly-owned   subsidiaries.   All   material
              intercompany   accounts  and   transactions   are   eliminated  in
              consolidation.

              Cash and Cash Equivalents
              -------------------------
              The Company considers all highly liquid  investments with original
              maturities of three months or less at the date of  acquisition  to
              be cash and cash  equivalents.  At times,  such balances may be in
              excess of Federal Deposit Insurance  Corporation insurance limits.
              As of December 31, 2003, the Company's  cash and cash  equivalents
              consisted primarily of overnight repurchase agreements.

                                       29
<PAGE>



NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Trade Accounts Receivable and Accounts Receivable on Contracts
              --------------------------------------------------------------
              Trade accounts receivable and accounts receivable on contracts are
              carried at  original  invoice  amount  less an  estimate  made for
              doubtful  receivables based on a review of all outstanding amounts
              on a  monthly  basis.  Management  determines  the  allowance  for
              doubtful  accounts by identifying  troubled  accounts and by using
              historical experience applied to an aging of accounts.  Management
              determines  the  allowance  for  doubtful  accounts  by  regularly
              evaluating  individual  customer  receivables  and  considering  a
              customer's  financial   condition,   credit  history  and  current
              economic conditions.  Trade receivables and accounts receivable on
              contracts are written off when deemed uncollectible. Recoveries of
              trade  receivables   previously  written  off  are  recorded  when
              received.  Management  believes that trade accounts receivable and
              accounts  receivable on contracts are considered fully collectible
              and  accordingly,  no  allowance  for  doubtful  accounts has been
              recorded as of December 31, 2003.

              A trade accounts  receivable and accounts  receivable on contracts
              are  considered  to be past due if any  portion of the  receivable
              balance  is  outstanding  for more than 90 days.  Interest  is not
              charged on past due trade receivables.

              Inventory
              ---------
              Inventory  is  recorded  at the lower of cost or market  using the
              first-in,  first-out  (FIFO)  method.  As of December 31, 2003 and
              2002, all  inventories  consist of raw materials and parts,  which
              are available for resale.

              Investment in Joint Venture
              ---------------------------
              The Company  accounts for its fifty percent  interest in a general
              partnership joint venture by the equity method. Under this method,
              the Company  recognizes  its  interest in the net  earnings of the
              joint venture as income in the Company's income statement which is
              added to the investment  account and  distributions  received from
              the joint  venture are  treated as  reductions  of the  investment
              account.

              Property and Equipment
              ----------------------
              Property and equipment is stated at cost. Depreciation is computed
              using the straight-line method over the following estimated useful
              lives:
                                                                         Years

                           Machinery and Equipment                         7
                           Vehicles                                        5
                           Office Equipment                                5

              Maintenance  and  repairs  are  charged to  expense  as  incurred.
              Expenditures for major renewals and  improvements  that extend the
              useful lives of the assets are capitalized.

                                       30
<PAGE>



NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Long-Lived Assets
              -----------------
              Long-lived  assets to be held and used are reviewed for impairment
              whenever  events or changes  in  circumstances  indicate  that the
              related  carrying  amount may not be  recoverable.  When required,
              impairment  losses on  assets  to be held and used are  recognized
              based on the excess of the asset's  carrying amount and fair value
              of the asset and long-lived  assets to be disposed of are reported
              at the lower of carrying amount of fair value less cost to sell.

              Prior to January  1, 2003,  the excess of cost over the fair value
              of net assets acquired (goodwill) was amortized on a straight-line
              basis over periods  ranging from 5 to 30 years.  After  January 1,
              2002, no amortization is recorded for these assets.

              Revenue Recognition
              -------------------
              Revenue  from  product  sales  is  recognized   upon  shipment  to
              customers,  title passing and all  obligations of the Company have
              been  satisfied.  Provisions  for returns are  provided for in the
              same period the related sales are recorded.

              Shipping  and handling  charges to  customers  are included in net
              sales and the related  shipping and handling costs incurred by the
              Company are included in cost of goods sold.

              Contract Revenue and Cost Recognition
              -------------------------------------
              Revenues  from   mechanical   contracts  are   recognized  on  the
              percentage-of-completion  method,  measured by the  percentage  of
              direct cost  incurred to date to the  estimated  total direct cost
              for  each  contract.   That  method  is  used  because  management
              considers  total direct cost to be the best  available  measure of
              progress  on  the  contracts.  Revenues  from  time  and  material
              contracts are recognized currently as the work is performed.

              Contract costs include all direct material,  labor,  subcontractor
              and those indirect costs that relate to contract performance.  All
              other costs are expensed as  incurred.  Provisions  for  estimated
              losses on  uncompleted  contracts  are made in the period in which
              such losses are first determined.  Changes in job performance, job
              conditions and estimated  profitability may result in revisions to
              costs and  income  and are  recognized  in the period in which the
              revisions  are  determined.   The  Company  recognizes  claim  and
              contract modification costs as they are incurred and revenues when
              realization is probable and the amount can be reliably  estimated,
              which is generally at the time a claim or contract modification is
              accepted by all parties.  Because of the inherent uncertainties in
              estimating  costs,  it is at least  reasonably  possible  that the
              estimates used will change in the near term.

              The asset,  "Costs and estimated earnings in excess of billings on
              uncompleted  contracts,"  represents revenues recognized in excess
              of amounts billed. The liability, "Billings in excess of costs and
              estimated earnings on uncompleted  contracts," represents billings
              in excess of revenues recognized.

                                       31
<PAGE>



NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Stock-Based Compensation
              ------------------------

              Effective  December 31, 2002, the Company  adopted the disclosure
              provisions  of  SFAS  No.  148,   "Accounting   for   Stock-Based
              Compensation - Transition and  Disclosure."  At December 31, 2003
              and 2002, the Company had one stock-based  employee  compensation
              plan,  which is  described  more  fully in Note 16.  The  Company
              accounts for this plan under the intrinsic value  recognition and
              measurement  principles  of APB Opinion No. 25,  "Accounting  for
              Stock Issued to Employees," and related Interpretations.

              If the Company had elected to recognize  compensation  cost based
              on the  fair  value  of the  options  granted  at  grant  date as
              prescribed by SFAS 123, net income and diluted  income per common
              share would have been reduced to the pro forma amount as follows:

<TABLE>
<CAPTION>

                                                                   2003                2002
                                                             --------------      --------------

<S>                                                          <C>                 <C>
                  Net income, as reported                    $      378,439      $      395,266

                  Deduct:  Total stock-based employee
                   compensation expense determined
                   under fair value based method for
                   all awards, net of tax effects                         -                   -
                                                             --------------      --------------

                  Pro-forma net income                       $      378,439      $      395,266
                                                             ==============      ==============

                  Earnings per share:
                     Basic - as reported                     $        0.06       $         0.07
                                                             =============       ==============
                     Basic - pro-forma                       $        0.06       $         0.07
                                                             =============       ==============

                     Diluted - as reported                   $        0.06       $         0.07
                                                             =============       ==============
                     Diluted - pro-forma                     $        0.06       $         0.07
                                                             =============       ==============

</TABLE>


              Segment Information
              -------------------

              The  Company  operates  in two  business  segments:  Construction
              Materials and Mechanical Contracting.

              The  operating   segments  are  managed  separately  and  maintain
              separate  personnel due to the differing  services offered by each
              segment. Management of each of the segments evaluates and monitors
              the performance of the segments based on the operating earnings or
              losses prior to income taxes. The significant  accounting policies
              utilized  by  the  operating   segments  are  the  same  as  those
              summarized  in  the  footnote  entitled  "Summary  of  Significant
              Accounting  Policies" of the notes to the  consolidated  financial
              statements.  The financial  information presented for each segment
              does  not  allocate   corporate   overhead  costs.  There  are  no
              intersegment   sales.  For  financial   information  on  reporting
              segments, see Note 13 to the consolidated financial statements.




                                       32
<PAGE>


NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Income Taxes
              ------------
              Deferred  taxes  are  provided  on  a  liability  method  whereby
              deferred  tax  assets are  recognized  for  deductible  temporary
              differences and operating loss and tax credit  carryforwards  and
              deferred tax  liabilities  are recognized  for taxable  temporary
              differences.  Temporary  differences are the differences  between
              the  reported  amounts  of assets and  liabilities  and their tax
              bases.  Deferred tax assets are reduced by a valuation  allowance
              when,  in the opinion of  management,  it is more likely than not
              that some  portion or all of the  deferred tax assets will not be
              realized.  Deferred tax assets and  liabilities  are adjusted for
              the  effects  of  changes  in tax laws  and  rates on the date of
              enactment.

              Use of Estimates
              ----------------
              The  preparation  of  financial   statements  in  conformity  with
              accounting  principles  generally accepted in the United States of
              America 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 of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the reporting period.  Actual results could differ
              from those estimates.

              Recently Issued Accounting Principles
              -------------------------------------
              In  2003,   the  FASB   issued   FASB   Interpretation   No.   46,
              "Consolidation of Variable  Interest  Entities" ("FIN 46") and its
              amendment  FIN  46R.  This   interpretation   clarifies   existing
              accounting  principles  related to the preparation of consolidated
              financial statements when the equity investors in an entity do not
              have the  characteristics  of a controlling  financial interest or
              when  the  equity  at risk is not  sufficient  for the  entity  to
              finance its activities without additional  subordinated  financial
              support.  FIN 46R  requires a company  to  evaluate  all  existing
              arrangements  to  identify   situations  where  a  company  has  a
              "variable  interest" in a "variable  interest  entity" and further
              determine  when such  variable  interests  require  a  company  to
              consolidate the variable interest  entities'  financial  statement
              with its own. The provisions of FIN 46R become  effective no later
              than  the  end of the  first  reporting  period  that  ends  after
              December 15, 2004. The Company adopted the provisions of FIN 46 in
              connection with the lease agreement with a related partnership and
              determined that there was no impact on its financial statements as
              a result of the adoption of this new accounting principle.

              In  April  2003,  the FASB  issued  SFAS No.  149,  "Amendment  of
              Statement 133 on Derivative  Instruments  and Hedging  Activities"
              (SFAS 149). SFAS 149 amends and clarifies financial accounting and
              reporting for derivative instruments, including certain derivative
              instruments   embedded  in  other   contracts,   and  for  hedging
              activities   under  SFAS  No.  133,   "Accounting  for  Derivative
              Instruments and Hedging  Activities."  This Statement  amends SFAS
              No.   133  for   decisions   made  as  part  of  the   Derivatives
              Implementation Group process and in connection with implementation
              issues raised in relation to the  application of the definition of
              a derivative.  SFAS 149 is effective for contracts entered into or
              modified  after June 30,  2003.  The  Company  does not expect the
              requirements  of SFAS 149 to have a material impact on the results
              of operations, financial position or liquidity.




                                       33
<PAGE>


NOTE 3        ACQUISITION

              Effective October 1, 2002, the Company purchased substantially all
              of the operating assets and assumed certain  liabilities of former
              Rado Enterprises,  Inc. Rado is a mechanical contractor engaged in
              various  plumbing,  heating,   ventilating  and  air  conditioning
              projects for commercial,  industrial and institutional  buildings.
              The work is subcontracted  directly from private companies as well
              as  federal  and  state  agencies  in  northeastern   and  central
              Pennsylvania.    Rado   Enterprises,   Inc.   performs   its   own
              prefabrication of piping and sheet metal ductwork.  As a result of
              the  acquisition,   the  Company  is  expected  to  be  a  leading
              mechanical contractor in central Pennsylvania.

              The  aggregate  adjusted  purchase  price of the  acquisition  was
              $2,424,000.  The Company  funded the  acquisition  through the (1)
              issuance of 600,000 shares of Moro  Corporation  common stock, par
              value $.001 per share;  (2) issuance of $650,000  10%  convertible
              debentures   due  September  30,  2007.   These   debentures   are
              subordinated  to senior  debt.  All or a portion of the  principal
              amount can be converted into common stock at a conversion price of
              $2.00 per share; (3) issuance of $200,000 6% note payable, payable
              in four equal semi-annual installments,  which shall be due on the
              six, twelve,  eighteen and twenty four month  anniversaries of the
              Closing  Date  (October  1,  2002);  (4)  issuance  of a bank note
              payable of $350,000 due on October 1, 2007; (5) amount relating to
              retainage receivable;  (6) deferred amount payable to former owner
              of $600,000  (non-interest  bearing) due in $100,000 increments on
              each  of  the  first,  second,  third,  fourth,  fifth  and  sixth
              anniversaries of the Closing Date (October 1, 2002). None of these
              amounts  are   contingent   upon  the  former   owner   continuing
              employment.

              The following  table  summarizes  the estimated fair values of the
              assets   acquired   and   liabilities   assumed  at  the  date  of
              acquisition.

                                               At October 1, 2002

                  Current Assets                              $        2,996,000
                  Property, Plant and Equipment                          708,000
                  Intangible Assets                                       72,000
                  Goodwill                                               381,000
                                                              ------------------

                  Total Assets Acquired                                4,157,000
                  Total Liabilities Assumed                            1,733,000
                                                              ------------------

                  Net Assets Acquired                         $        2,424,000
                                                              ==================

              Of the $71,548 of acquired intangible assets, $46,548 was assigned
              to customer  related  contracts  that are subject to  amortization
              over the  related  contract  term which is  generally  less than 2
              years.  The remaining  $25,000 relates to  covenant-not-to-compete
              agreements which have a useful life of 5 years.

              In accordance with FAS 142, Goodwill and Other Intangible  Assets,
              the goodwill of $385,341 is not amortized but is reviewed annually
              for  impairment.  The  Company  estimates  fair  value  using  the
              expected  present  value of future  cash  flows.  For  income  tax
              purposes, all goodwill is expected to be amortized over 15 years.




                                       34
<PAGE>


NOTE 3        ACQUISITION (CONTINUED)

              The  following   unaudited  pro  forma  consolidated   results  of
              operations  are presented as if the  acquisition  of Rado had been
              made at January 1, 2002.  This unaudited pro forma  information is
              being  provided  for  informational   purposes  only.  It  is  not
              necessarily  indicative  of the results of  operations  that would
              have occurred had the purchase been made at January 1, 2002 or the
              future results of the combined operations.
<TABLE>
<CAPTION>

                                                                              Year Ended
                                                                              December 31,
                                                                                  2002
                                                                              ------------
                     <S>                                                     <C>
                       Sales ............................................     $ 24,227,000
                       Cost of Sales ....................................       20,590,000
                                                                              ------------
                       Gross Profit .....................................        3,637,000
                       Operating Expenses ...............................        2,254,000
                                                                              ------------
                       Operating Income .................................        1,383,000
                       Other Income - Net ...............................           (5,000)
                                                                              ------------
                        Income Before Income Taxes ......................        1,378,000
                       Provision for Income Taxes .......................          562,000
                                                                              ------------

                       Net Income .......................................    $    816,000
                                                                              ============

                       Basic and Diluted Earnings per Common Share            $        .14
                                                                              ============

                       Weighted Average Shares ..........................       5,770,788

                                                                              ============
</TABLE>
NOTE 4        CONTRACT RECEIVABLES
<TABLE>
<CAPTION>

              Contract receivables consist of the following:
                                                                 2003               2002
                                                         --------------      -------------
                       <S>                              <C>                 <C>
                       Completed Contract and Time and
                        Material Jobs                    $      269,989      $     258,450
                       Contracts in Progress                    981,304          1,477,406
                       Retainage (Due upon Completion
                        of Contracts)                           467,559            831,150
                                                         --------------      -------------

                          Total                          $    1,718,852      $   2,567,006
                                                         ===============      ============
</TABLE>

NOTE 5        PROPERTY AND EQUIPMENT

              The following summarizes the principal components of property and
              equipment:
<TABLE>
<CAPTION>

                                                            2003                   2002
                                                       --------------       --------------
                      <S>                             <C>                 <C>
                       Machinery and Equipment         $    1,173,169       $      954,631
                       Vehicles                               317,823              317,823
                       Office Equipment                       116,348               72,199
                                                       --------------       --------------
                           Total                            1,607,340            1,344,653
                       Less: Accumulated Depreciation         439,553              186,738
                                                       --------------       --------------


                           Total                       $    1,167,787       $    1,157,915
                                                       ==============       ==============
</TABLE>



                                       35
<PAGE>


NOTE 5        PROPERTY AND EQUIPMENT (CONTINUED)

              Depreciation  expense  was  $253,670  and  $108,404  for the years
              ending December 31, 2003 and December 31, 2002, respectively.


NOTE 6        INVESTMENT IN JOINT VENTURE

              The Company has a fifty percent interest in a general  partnership
              joint  venture  formed  to act  as a  subcontractor  on a  certain
              mechanical  contract.  The  contract is expected to be complete in
              the fourth quarter of 2004.  Both the partners  participate in the
              contract,  which is under the general  management  of the Company.
              Summary  information  on the joint venture as of December 31, 2003
              and for the year then ended is as follows:
<TABLE>
<CAPTION>

                   <S>                                                    <C>
                    Current Assets                                         $       440,331
                    Less Liabilities, Primarily Trade Accounts Payable             148,738
                                                                           ---------------
                    Net Assets                                             $       291,593
                                                                           ===============

                    Revenue                                                        599,672
                    Net income                                                      41,593

                    Company's Share of Net Income                          $        20,796
                    Advances to Joint Venture                                      125,000
                                                                           ---------------
                    Total Advances and Equity                              $       145,796
                                                                           ===============
</TABLE>

              The Company  expects to receive payment of the advances it made to
              the joint venture at the time the joint venture is dissolved. Both
              the  general  partners  in  the  joint  venture  are  jointly  and
              severally  liable  for  the  obligations  of  the  joint  venture.
              However,  the  Company  does not expect to incur any loss from the
              obligations of the joint venture.


NOTE 7        OTHER INTANGIBLE ASSETS

              As a result of the  acquisition  that is more fully  described in
              Note 3, the  following  is a  summary  of the  intangible  assets
              acquired:

<TABLE>
<CAPTION>

                                                         2003                           2002
                                        ----------------------------   ------------------------
             <S>                        <C>         <C>            <C>         <C>
                                           Gross                         Gross
                                         Carrying     Accumulated     Carrying     Accumulated
                                          Amount     Amortization       Amount    Amortization
                                          ------     ------------       ------    ------------

              Subject to Amortization:
              Covenant Not to Compete   $ 25,000   $      (6,250)   $   25,000  $      (1,260)
              Customer Contracts          46,548         (38,790)       46,548         (7,758)
                                        --------   --------------   ----------  --------------

            Total                       $ 71,548   $     (45,040)   $   71,548  $      (9,018)
                                        ========   ==============   ==========  ==============
</TABLE>


           Amortization expense on the amortizable  intangible assets totaled
           $36,022 and $9,018 in 2003 and 2002, respectively.




                                       36
<PAGE>


NOTE 7        OTHER INTANGIBLE ASSETS (CONTINUED)

                Estimated annual amortization expense
                -------------------------------------

                      Years Ending December 31,                  Amount
                      -------------------------            ------------------
                                 2004                      $           12,758
                                 2005                                   5,000
                                 2006                                   5,000
                                 2007                                   3,750
                                                           ------------------
                                 Total                     $           26,508
                                                           ==================
NOTE 8        GOODWILL

              Changes in the  carrying  amount of goodwill  for the years ended
              December 31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>

                                                              2003                  2002
                                                        --------------      --------------
                 <S>                                   <C>                 <C>
                  Balance, Beginning                    $      380,863      $            -
                  Goodwill Acquired During the Year                  -             380,863
                  Adjustments to Previously Recorded
                    Purchase Price                               4,478                   -
                                                        --------------      --------------

                  Balance, Ending                       $      385,341      $      380,863
                                                        ==============      ==============
</TABLE>

              Management  determined  that  goodwill  was  not  impaired  as  of
              December 31, 2003 and 2002 and no impairment adjustment was deemed
              necessary.

NOTE 9        COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

              Information  regarding  uncompleted  contracts as of December 31,
              2003 and 2002 is as follows:
<TABLE>
<CAPTION>
                                                              2003              2002
                                                           --------------    -------------
                 <S>                                      <C>               <C>
                  Total Amount of Contracts in Process     $   29,637,338    $  26,777,969
                                                           ==============    =============

                  Costs Incurred on Uncompleted Contracts  $   15,054,286    $  16,751,398
                  Estimated Earnings                            4,400,142        1,239,017
                                                           --------------    -------------
                         Total                                 19,454,428       17,990,415
                  Less: Billings to Date                       19,132,093       17,868,857
                                                           --------------    -------------

                                                           $      322,335    $     121,558
                                                           ==============    =============
</TABLE>

             Included in the  accompanying  balance  sheet under the following
             captions:
<TABLE>
<CAPTION>

                                                                    2003            2002
                                                               ------------   ------------
                   <S>                                        <C>            <C>
                    Costs and Estimated Earnings in Excess
                     of Billings on Uncompleted Contracts      $    362,745   $    732,300

                    Billings in Excess of Costs and Estimated
                     Earnings on Uncompleted Contracts              (40,410)      (610,742)
                                                               -------------  ------------

                                                               $    322,335   $    121,558
                                                               ============   ============
</TABLE>



                                       37
<PAGE>


NOTE 10       DUE TO FORMER OWNER

              Under the terms of the asset purchase  agreement  dated October 1,
              2002,  the  Company is required  to make  certain  payments to the
              former owner of the business acquired.

              The Company is required to share with the former owner  profits in
              excess of defined amounts on a certain mechanical contract.  As of
              December  31, 2003,  this  mechanical  contract was  substantially
              complete and management  believes that it appears probable that an
              amount will be paid to the former owner under the terms defined in
              the asset  purchase  agreement.  Accordingly,  as of December  31,
              2003,  the Company has  recorded  $236,759 as an amount due to the
              former owner related to this contingency.

              In addition, the Company is required to repay the former owner for
              retainage  amounts  collected  by the Company upon  completion  of
              certain  mechanical   contracts  defined  in  the  asset  purchase
              agreement. As of December 31, 2003 and 2002, $194,563 and $826,681
              were  included  in due to former  owner  related to the  retainage
              amounts payable.

NOTE 11       DEMAND NOTES PAYABLE, BANK

              The  Company  through its  subsidiaries  maintains  two  separate
              credit   facilities   both  of  which   are   collateralized   by
              substantially all of the Company's assets.  The credit facilities
              also require the Company to maintain certain financial covenants.

              J.M. Ahle Co. has an amended  credit  facility,  which matures on
              June 30, 2004.  The credit  facility  entitles the  subsidiary to
              borrow an amount which,  in the  aggregate,  shall not exceed the
              lesser  of  (i)  the  Borrowing  Base  as  defined  in  the  Loan
              Agreement,  or (ii)  $2,150,000,  less the sum of the then unpaid
              principal  amount of all  previous  advances.  As of December 31,
              2003 and 2002  borrowings on the line of credit were $862,399 and
              $1,031,625,  respectively.  At December 31, 2003,  J.M.  Ahle had
              unused and available  borrowings of $1,151,560.  Amounts borrowed
              under the  credit  facility  bear  interest  payable  monthly  in
              arrears  commencing  on September 1, 2003 and on the first day of
              each month thereafter at a rate of prime plus one quarter percent
              (.25%).  The Company can prepay amounts under the credit facility
              without penalty or premium but with accrued  interest to the date
              of such prepayment on the amount prepaid.

              Rado  Enterprises,  Inc. has a credit facility,  which matures on
              June 30, 2004.  The credit  facility  entitles the  subsidiary to
              borrow an amount which,  in the  aggregate,  shall not exceed the
              lesser  of  (i)  the  Borrowing  Base  as  defined  in  the  Loan
              Agreement,  or (ii)  $2,000,000,  less the sum of the then unpaid
              principal  amount of all  previous  advances.  As of December 31,
              2003 and 2002,  there  were no amounts  outstanding  and Rado had
              unused and  available  borrowings  under the credit  facility  of
              $1,374,139  at December  31,  2003.  Amounts  borrowed  under the
              credit   facility  bear  interest   payable  monthly  in  arrears
              commencing on November 1, 2003 and on the first day of each month
              thereafter at a rate of prime plus one half percent  (.50%).  The
              Company  can prepay  amounts  under the credit  facility  without
              penalty or premium but with accrued  interest to the date of such
              prepayment on the amount prepaid.








                                       38
<PAGE>



NOTE 12       LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                2003                  2002
                                                                           -------------           -----------
<S>                                                                      <C>                     <C>
              Term loan,  bank,  due  September  2009,  payable in
              equal monthly principal payments plus interest
              (4.5% per annum at December 31, 2003)                        $     383,332           $         -

              Term loan,  bank, due April 1, 2005,  payable per annum
              in monthly installments  with interest at prime plus .5%
              per annum. This loan was repaid in the current year.                     -                58,333

              Term  loan,   bank,   due  October  1,  2007  payable
              in  monthly installments  with interest at prime plus
              1.0% per annum (5.0% per annum at December 31, 2003).              262,500               332,500

              Subordinated  term loan,  payable to the President of
              the Company,              due April 1, 2005, payable in
              annual  installments of $75,000 with interest at prime
              plus .5% per annum (4.5% per annum at December 31, 2003).          150,000               225,000

              Term loan, former owner of business  acquired,
              due April 1, 2004, payable in quarterly installments and
              bears no interest. This loan was repaid in the current year.             -                31,730


              Term loan, bank, due November 1, 2004 payable in monthly
              principal installments of $1,000 with interest at
              4.25% per annum.                                                    10,000                     -

              Term loan to former owner of business acquired
              due September 30, 2004, payable in semi-annual
              installments with interest at 6% per annum.                        100,000               200,000


              Auto loans due December 2005, payable in 36
              equal monthly principal payments. The loans
              bear no interest.                                                   42,137                63,207






                                       39
<PAGE>


NOTE 12       LONG-TERM DEBT (CONTINUED)

                                                                                  2003                    2002
                                                                           -------------           -----------

              Deferred  signing bonus due to former owner of business
              acquired, due in six equal annual payments of $100,000
              beginning  September 30, 2003 through  September  30, 2008,
              net of discount of $61,640 and $92,400 at  December  31,
              2003 and.  2002. Interest has been imputed at 5% per  annum.
              David  Menard  and his wife  guaranteed $400,000 of the
              $600,000 signing bonus.
                                                                                 438,360               507,600
                                                                           -------------           -----------
                                                                               1,386,329             1,418,370
              Less: current portion                                              437,941               409,828
                                                                           -------------           -----------

                                                                           $     948,388           $ 1,008,542
                                                                           =============           ===========
</TABLE>

              Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                      Years Ending December 31,                                  Amount
                      -------------------------                        ------------------
                     <S>                                              <C>
                                 2004                                  $          437,941
                                 2005                                             323,441
                                 2006                                             223,072
                                 2007                                             201,472
                                 2008                                             150,432
                               Thereafter                                          49,971
                                                                       ------------------

                                 Total                                 $        1,386,329
                                                                       ==================
</TABLE>

              On March 31, 2000, the President of the Company borrowed $300,000
              from a bank on  substantially  the same terms and  conditions  as
              exist in connection with the  subordinated  term loan made by the
              President to the Company.  The Company and  subsidiary  guarantee
              the repayment of bank loan to the President.

              Convertible  Debentures
              -----------------------
              During  2002,  the  Company  issued  10%  convertible  debentures
              totaling $650,000. The debentures are due in one lump sum payable
              on September  30, 2007.  Interest is payable  semi-annually.  The
              debentures  are  convertible  anytime  prior to maturity into the
              Company's common stock, $.001 par value, at a conversion price of
              $2.00 per common share. If all of the debentures were converted a
              total of 325,000 common shares would be issued, which the Company
              has reserved.


NOTE 13       SEGMENT INFORMATION

              The  Company  operates  in two  business  segments:  Construction
              Materials and Mechanical Contracting.  The operating segments are
              managed  separately  and maintain  separate  personnel due to the
              differing services and products offered by each segment.





                                       40
<PAGE>




NOTE 13  SEGEMENT INFORMATION (CONTINUED)


              Operating  segment  information  for the years ended December 31,
              2003 and 2002 is as follows:

<TABLE>
<CAPTION>


                 Year Ended                   Construction           Mechanical
              December 31, 2003                  Materials           Contracting      Corporate            Total
              -----------------               ---------------    ---------------    ------------   ----------------

             <S>                             <C>                <C>                 <C>           <C>
              Revenues                        $    10,828,496    $     12,290,472    $          -  $    23,118,968
              Gross Profit                    $     2,135,635    $      1,158,677    $          -  $     3,294,312
              Operating Segment Incom
              from Operations                 $       482,940    $        410,723    $   (120,416) $       773,247

              Total Segment Assets            $     3,646,971    $      3,763,421    $     34,590  $     7,444,982

              Depreciation and
              Amortization Expense            $       111,004    $        178,688    $          -  $       289,692

                 Year Ended                   Construction           Mechanical
              December 31, 2002                  Materials           Contracting       Corporate         Total
              -----------------               ---------------    ---------------     ------------  --------------

              Revenues                        $     11,052,294   $     3,532,657    $          -   $     14,584,951
              Gross profit                    $      2,335,395   $       571,417    $          -   $      2,906,812
               perating segment
              income  from
              operations                      $        606,170   $       150,674    $      1,205   $        758,049

              Total segment assets            $      3,270,858   $     4,997,995    $    185,803   $      8,454,656

              Depreciation and
              amortization expense            $         75,031   $        42,391    $          -   $        117,422

</TABLE>

NOTE 14       COMMITMENTS AND CONTINGENCIES

              Legal Matters
              -------------

              As of December 31, 2003 and 2002,  the Company was not a party to
              any pending legal proceedings.

              Profit Participation Agreements
              -------------------------------
              The Company has a profit participation  arrangement with a certain
              employee of a subsidiary  based on earnings in excess of graduated
              targets,  as defined,  for the twelve months ending  September 30,
              2003 and September 30, 2004. As of December 31, 2003 earnings,  as
              defined,  have not exceeded any of the  graduated  targets and the
              Company has not accrued any amounts.





                                       41
<PAGE>



NOTE 14       COMMITMENTS AND CONTINGENCIES (CONTINUED)

              Other Matters
              -------------
              The Company is negotiating  contract change orders and claims with
              customers  in the ordinary  course of business.  In the opinion of
              management,  it is not possible to determine  the outcome of these
              negotiations  and no amounts have been recognized in the financial
              statements for these matters.

              The  Company,  as  a  condition  for  entering  into  construction
              contracts,  had  outstanding  surety  bonds  of  $9,991,800  as of
              December 31,  2003.  The  President of the Company has  personally
              guaranteed  a maximum  of  $1,000,000  of the  outstanding  surety
              bonds.


NOTE 15       COMMON AND PREFERRED STOCK

              The total  number of shares  of all  classes  of stock  which the
              Company has authority to issue is 30,000,000  shares,  consisting
              of (a)  25,000,000  shares of Common  Stock,  par value $.001 per
              share,  and (b) 5,000,000  shares of Preferred  Stock,  par value
              $.001 per share. The preferred stock may be issued in one or more
              series,   and  may  have  special   rights  and   qualifications,
              limitations, or restrictions as shall be stated in the resolution
              or  resolutions  providing for the issue  thereof  adopted by the
              Board of Directors of the Company, from time to time.


NOTE 16       INCENTIVE STOCK OPTION PLAN

              In 2000, the Company  established an incentive  stock option plan
              (the  Plan) and  presently  has  reserved  300,000  shares of the
              Company's  common  stock for  issuance  under  the Plan.  Options
              granted  pursuant  to the  Plan  and  contractual  agreements  at
              December  31,  2003 and 2002 were 60,000 and those  options  were
              granted to key  employees.  The exercise price is $.75 per common
              share,  and are exercisable  through July 31, 2005. All issuances
              were  granted at the fair market  value of the  Company's  common
              stock at time of grant.

              Stock  options may be granted as either  incentive  stock options
              intended to qualify  under  Section 422 of the  Internal  Revenue
              Code  of  1986,  as  amended  (the  "Code"),  or as  options  not
              qualified  under Section 422 of the Code.  All options are issued
              with an exercise price at or above 100 percent of the fair market
              value of the common stock on the date of grant.  Incentive  stock
              option plan awards of restricted stock are intended to qualify as
              deductible performance-based compensation under Section 162(m) of
              the Code. Incentive stock option awards of unrestricted stock are
              not  designed  to be  deductible  to the  Company  under  Section
              162(m).






                                       42
<PAGE>



NOTE 16       INCENTIVE STOCK OPTION PLAN (CONTINUED)

  Stock option transactions for employees during 2003 and 2002 are as follows:
<TABLE>
<CAPTION>

                                                                                               Weighted Average
                                                                           Exercise Price          Exercise Price
                                                   Option      Vested          Per Vested            Per Vested
                                                   Shares       Share      Common Share          Common Share
                                                   ------       -----      ------------          ------------

              <S>                                   <C>         <C>            <C>                    <C>
              Balance, January 1, 2002               60,000       60,000         $.75                  $.75
              Granted/vested during the year              0            0
              Expired during the year                     0            0
                                                 ----------   ----------

              Balance, December 31, 2002             60,000       60,000         $.75                  $.75
              Granted/vested during the year              0            0
              Expired during the year                     0            0
                                                 ----------   ----------

              Balance, December 31, 2003             60,000       60,000         $.75                  $.75
                                                     ======       ======
</TABLE>

              Information with respect to employee stock options outstanding and
              employee  stock  options  exercisable  at December  31, 2003 is as
              follows:

<TABLE>
<CAPTION>
                                             Employee Options Outstanding
                                             ----------------------------

               <S>                   <C>                        <C>                      <C>
                                           Number               Weighted Average
                Exercise              Outstanding                   Remaining             Weighted Average
                  Prices               at 12/31/03              Contractual Life             Exercise Price
                ----------            -------------           --------------------        -------------------

                 $.75                        60,000                   1.58 years                $.75

                                                     Employee Options Exercisable
                          ----------------------------------------------------------------------
                                                         Number
                             Exercise                Outstanding             Weighted Average
                               Prices                 at 12/31/03               Exercise Price

                             $.75                          60,000                  $.75
</TABLE>


NOTE 17       EARNINGS PER SHARE

              The consolidated  financial statements are presented in accordance
              with SFAS No. 128,  "Earnings Per Share." Basic earnings per share
              are computed by dividing  the net income by the  weighted  average
              number of shares issued and outstanding during the period.

              Diluted  earnings  per  share are  based on the  weighted  average
              number of shares  calculated for basic earnings per share purposes
              increased  by (when  dilutive)  the number of shares that would be
              outstanding  assuming  the exercise of certain  outstanding  stock
              options or warrants.  Stock options to purchase  325,000 shares of
              the Company's  common stock under the  convertible  debentures and
              the 60,000  incentive  stock options  outstanding  at December 31,
              2003 were not included in the computation of diluted  earnings per
              share because the conversion and exercise prices were greater than
              the average market price of the common shares and, therefore,  the
              effect would be anti-dilutive.




                                       43
<PAGE>


NOTE 18       LEASES

              A subsidiary of the Company leases its office,  warehouse and shop
              facilities from a real estate  partnership  owned by the President
              of the Company who is the  Company's  principal  shareholder.  The
              lease is for an  initial  five year term with a five year  renewal
              option,  plus an option to  purchase  the  property at fair market
              value  exercisable  at any time during the initial five year term.
              Annual  payments  under the lease are  $120,000  which the Company
              believes approximates the fair market value lease payments for the
              property based upon advice from an independent  professional  real
              estate  appraisal firm. The Company has not guaranteed the debt of
              the entity owned by the principal shareholder of the Company.

              The Company is committed to various other noncancelable  operating
              leases with remaining terms generally from two to five years.

              The minimum commitments under noncancelable leases are:
<TABLE>
<CAPTION>

                       Years Ending           Third Party       Related Party
                        December 31             Amount             Amount               Total
                    ------------------     ---------------     ---------------    ----------------

                         <S>               <C>                <C>                <C>
                          2004             $        47,436     $       120,000    $        167,436
                          2005                      47,436             120,000             167,436
                          2006                      15,812             120,000             135,812
                          2007                           -              90,000              90,000
                                           ---------------     ---------------    ----------------

                          Total            $       110,684     $       450,000    $        560,684
                                           ===============     ===============    ================

              Total rent  expense was  $173,351  and $78,131 for the years ended
              December 31, 2003 and 2002, respectively,  including related party
              expense of $120,000  and $30,000 for the years ended  December 31,
              2003 and 2002, respectively.
</TABLE>

NOTE 19       RETIREMENT PLANS

              The Company's  sponsored  retirement  plans  include a 401(k),  a
              defined  contribution  money  purchase  plan and a  discretionary
              retirement  savings plan.  Union employees are covered by various
              union multiemployer  sponsored  retirement plans. Vested benefits
              vary in accordance with years of credited service.

              Expense related to the above referenced plans for the years ended
              December   31,  2003  and  2002  was   $146,842   and   $259,768,
              respectively.





                                       44
<PAGE>




NOTE 20       INCOME TAX PROVISION

              The income tax provision consisted of the following:
<TABLE>
<CAPTION>

                                                              2003                    2002
                                                  ------------------      ------------------
                           <S>                  <C>                     <C>
                           Current:
                               Federal            $          128,000      $          170,000
                               State                          48,000                  53,000
                                                  ------------------      ------------------
                                                             176,000                 223,000
                                                  ------------------      ------------------
                           Deferred:
                               Federal                        74,000                  44,000
                               State                          18,000                   8,000
                                                  ------------------      ------------------
                                                              92,000                  52,000
                                                  ------------------      ------------------

                                                  $          268,000      $          275,000
                                                  ==================      ==================
</TABLE>

               Deferred  income  taxes  reflect the net tax effects of temporary
               differences   between   the   carrying   amounts  of  assets  and
               liabilities for financial reporting purposes and the amounts used
               for income tax purposes.  Significant components of the Company's
               deferred tax liabilities are approximately as follows:

<TABLE>
<CAPTION>
                                                                      2003              2002
                                                               --------------      ------------
                              <S>                             <C>                  <C>
                           Gross deferred tax liabilities:
                               Depreciation                    $      159,000      $     67,000
                                                               ==============      ============
</TABLE>

              A  reconciliation  of income taxes  computed at the United States
              federal  statutory  income tax rate of 34% to the  provision  for
              income taxes reflected in the  Consolidated  Statements of Income
              for the years ended December 31, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                     2003                    2002
                                                              ------------------      ------------------
                     <S>                                      <C>                     <C>

                      U.S. Federal income tax at
                       Federal statutory rate                 $          220,000      $          227,000

                      State and local income taxes, net
                       of Federal income tax benefit                      43,000                  44,000
                      Other                                                5,000                   4,000
                                                              ------------------      ------------------

                                                              $          268,000      $          275,000
                                                              ==================      ==================
</TABLE>

NOTE 21       FINANCIAL INSTRUMENTS


              Concentration of Credit Risk
              ----------------------------

              Financial  instruments,  which potentially subject the Company to
              concentration of credit risk,  consist primarily of cash and cash
              equivalents and accounts receivables.



                                       45
<PAGE>

NOTE 21       FINANCIAL INSTRUMENTS (CONTINUED)

              Concentration of Credit Risk (Continued)
              ----------------------------------------

               The  Company has  concentrated  its credit risk for cash and cash
               equivalents  by maintaining  substantially  all of its depository
               accounts in a single financial institution.  Accounts in the bank
               are guaranteed by the Federal  Depository  Insurance  Corporation
               (FDIC) up to $100,000.  At various times  throughout the year the
               Company had cash balances that exceeded FDIC limit. The financial
               institution has a strong credit rating,  and management  believes
               that the credit risk is minimal.

               While  the  Company  does not  require  collateral  on its  trade
               accounts  receivable.  The Company has not  suffered  significant
               losses with respect to trade accounts receivable.

               The Company grants contract credit, generally without collateral,
               to its customers,  which are concentrated  private  companies and
               state and federal agencies. Management believes that its contract
               acceptance,  billing  and  collection  policies  are  adequate to
               minimize potential credit risk.

               The   Company  is  exposed  to  credit   loss  in  the  event  of
               nonperformance  by its  subcontractors.  At  December  31,  2003,
               management  was  not  aware  of  any  significant   nonperforming
               subcontractors.

               Fair Value of Financial Instruments
               -----------------------------------
               The following disclosure of the estimated fair value of financial
               instruments  has been  determined by the Company using  available
               market  information  and  appropriate  valuation   methodologies.
               However,  considerable  judgment is necessary to interpret market
               data to develop the  estimates  of fair value.  Accordingly,  the
               estimates presented herein are not necessarily  indicative of the
               amounts the Company could realize in a current  market  exchange.
               The  use  of  different  market   assumptions  and/or  estimation
               methodologies  may have a material  effect on the estimated  fair
               value amounts.

               Cash and cash equivalents,  trade accounts  receivable,  contract
               accounts  receivable and accounts payable  approximate their fair
               values due to the short maturity of these instruments.

               The line of credit,  which has a variable interest rate, and term
               loans approximate fair value based on their redemption value.

               The fair value of the  deferred  signing  bonus due to the former
               owner of the business  acquired is estimated based on discounting
               the future  payments using an interest rate which was the current
               interest  rate for similar loans at the date of inception of this
               payable.

NOTE 22        SIGNIFICANT VENDORS

               For the year ended December 31, 2003, the Company had two vendors
               who accounted for approximately 25% of total purchases.  Accounts
               payable  related to these vendors at December 31, 2003,  amounted
               to 14% of total accounts payable.




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NOTE 22       SIGNIFICANT VENDORS (CONTINUED)

               For the year ended  December  31,  2002,  the  Company  had three
               vendors who accounted for  approximately  56% of total purchases.
               Accounts  payable  related to these  vendors at December 31, 2002
               amounted to 54% of total accounts payables.


NOTE 23       RELATED PARTY TRANSACTIONS

              As described in Note 18 of the consolidated financial statements,
              the Company has entered into a lease agreement with a real estate
              partnership owened by  the  President  of the Company who is the
              principal shareholder.

              The Company has an informal management agreement with an entity in
              which the majority shareholder has a material interest. Management
              fees were $0 and $75,000 for the years ended December 31, 2003 and
              2002,  respectively.  Amounts  owed  to  this  entity  were $0 and
              $11,288  for  the  years  ended   December   31,  2003  and  2002,
              respectively.


NOTE 24       SUBSEQUENT EVENT

              On April 13,  2004,  the  Company  acquired  all of the  operating
              assets of a fabricator and distributor of reinforcing,  structural
              and miscellaneous  steel sold to contractors,  metalworking  firms
              and end  users.  The  purchase  price was  approximately  $640,000
              payable in cash and notes.





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