SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                                   (Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE OF
                                    ACT 1934.

        From the transition period from ______________ to ______________.

                        Commission file number 001-14995

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.

                 (Name of Small Business Issuer in Its Charter)

                  DELAWARE                                 13-4056901
                  --------                                 ----------
      (State or Other Jurisdiction of                   (I.R.S. Employer
       Incorporation or Organization)                  Identification No.)

    2180 S.R. 434 WEST, SUITE #4150, FL                       32779
    -----------------------------------                       -----
  (Address of Principal Executive Offices)                  (Zip Code)

                                 (407) 682-5051
                                 --------------
                (Issuer's Telephone Number, Including Area Code)
<PAGE>

         Securities registered under Section 12(b) of the Exchange Act:

             Title of Each Class                      Name of Each Exchange
                                                       on Which Registered

             Common Stock, par                                OTCBB
             value $.01 per share

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

                                       N/A

                                 (Title of Class)

Check whether the issuer: (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for past 90 days.

Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

Revenues for the Company's fiscal year ended December 31, 2004 were $5,127,409.

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the average closing bid asked quotations for the common
stock on March 30, 2005, as reported on the OTC Bulletin Board was approximately
$2,491,000.

As of March 31, 2005, the registrant had 6,721,913 shares outstanding.

Transitional Small Business Disclosure (check one): Yes |_| No |X|
<PAGE>

                                      INDEX

PART I                                                                  PAGE NO.

  ITEM 1    Description of Business                                         1
  ITEM 2    Description of Property                                         9
  ITEM 3    Legal Proceedings                                               9
  ITEM 4    Submission of Matters to a Vote of Security Holders             9

PART II

  ITEM 5    Market for Registrant's Common Equity and Related
            Stockholder Matters                                             9
  ITEM 6    Management's Discussion and Analysis or Plan of Operations     11
  ITEM 7    Financial Statements                                           13
  ITEM 8    Changes in and Disagreements with Accountants on
            Accounting and  Financial Disclosure                           14
  ITEM 8A   Controls and Procedures                                        14
  ITEM 8B   Other Information                                              14

PART III

  ITEM 9    Directors, Executive Officers, Promoters and Control
            Persons, Compliance with Section 16 (a) of the Exchange Act.   15
  ITEM 10   Executive Compensation                                         17
  ITEM 11   Security Ownership of Certain Beneficial Owners and
            Management                                                     18
  ITEM 12   Certain Relationships and Related Transactions                 18
  ITEM 13   Exhibits                                                       18
  ITEM 14   Principal Accountant Fees and Services                         19
<PAGE>

                           FORWARD LOOKING STATEMENTS

Accufacts Pre-Employment Screening, Inc., a Delaware corporation ("Accufacts" or
the "Company"), cautions readers that certain important factors may affect the
Company's actual results and could cause such results to differ materially from
any forward-looking statements that may be deemed to have been made in this Form
10-KSB or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the Company's results
include, but are not limited to, the Company's limited operating history, its
ability to produce additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for additional
financing, its dependence on certain industries, and competition from its
competitors. The Company is also subject to other risks detailed herein or set
forth from time to time in the Company's filings with the Securities and
Exchange Commission.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Accufacts Pre-Employment Screening, Inc. was incorporated in the State of New
York on October 6, 1994. On August 31, 1998, the Company effected merger into
Southern Cargo Company, Inc., (Southern Cargo) a public shell incorporated in
the State of Florida in 1993. Simultaneously with the merger, Southern Cargo
changed the name of the company to Accufacts Pre-Employment Screening, Inc.
(Accufacts), and shortly thereafter reincorporated under the same name in the
State of Delaware.

On October 13, 1999, Accufacts acquired all of the operating assets of Maglio,
Inc., ("Maglio"), a Florida corporation engaged in providing pre-employment
screening services. The acquisition was accomplished by merging Maglio into a
new entity, Maglio-Accufacts Pre-Employment Screening, Inc. (Maglio-Accufacts),
a Delaware corporation and a wholly-owned subsidiary of Accufacts.

As used in this Form 10-KSB, the names "Accufacts Pre-Employment Screening,
Inc.," "Accufacts" and the "Company" all refer to the existing Delaware
corporation, its predecessor business entities and the Maglio-Accufacts
subsidiary. The term "business" refers to the business of the Company, its
predecessors, and subsidiaries.


                                     PAGE 1
<PAGE>

BUSINESS PROFILE

Accufacts through its wholly owned subsidiary Maglio-Accufacts is primarily
engaged in researching and providing decision support information to our
clients, generally Human Resources (HR) departments of corporations. These
services typically include pre-employment background checks and screenings of
new hire candidates and/or employees. The background information products and
services currently provided by Accufacts include:

      o     Criminal history checks
      o     Credit reports
      o     Social Security number verifications
      o     Driving record histories
      o     Previous employer verifications
      o     Education verifications
      o     Professional reference verifications
      o     Professional license verifications
      o     Federal criminal/civil searches
      o     Substance testing
      o     Exit interviews

We believe that employers increasingly are realizing the benefits of conducting
thorough background checks of candidate employees not only because of the desire
to help assure a better quality employee, but also to mitigate the risks of
potential negligent hiring lawsuits. Additionally, many companies and
organizations are discovering that their increasing security concerns may be
addressed by conducting background checks and screenings.

Accufacts has approximately 850 clients located throughout the United States.
During each of the last two fiscal years, sales of the Company's products and
services were made in all 50 states. During 2003 and 2004, we expanded our
international research efforts and believe we developed certain
unique/customized features to our data retrieval and management reporting
capabilities. These initiatives have been well received by clients.

Our business strategy includes accelerating market presence throughout the
United States, especially involving mid to large market opportunities. We also
expect to further develop selected international markets in conjunction with
current client requirements. Accufacts also intends to enhance existing
products, develop new/expanded capabilities, and pursue the potential
integration of other related services and/or product lines that either
complement or expand existing business.

MARKETS

Accufacts markets its pre-employment/decision support products and services to
corporations and organizations throughout the United States. Many small firms
are first-time users of these services. However, many of our mid-size and
especially larger clients have a history of contracting for our products and
services. The Company believes that it has strong differentiators from the
competition.


                                     PAGE 2
<PAGE>

In general, certain types of business and industry sectors lend themselves
strongly to utilizing pre-employment screenings and other related services.
Overall, these sectors may include:

      o     High technology

      o     Health care

      o     Retail

      o     Manufacturing

      o     Professional services

      o     Information technology

      o     Food/hospitality

      o     Government, both federal and state organizations

PRODUCTS AND SERVICES

Accufacts' products and services are designed to verify job applicant background
information and provide research results to facilitate the HR decision
processes. Our clients may request and receive records by telephone, mail, and
facsimile or through our Web site. Clients may also receive results via our
proprietary decision support software or a modem-equipped personal
computer/terminal to access our on-line order-placing network. This network is
available 24 hours a day, seven days a week. We license our software to our
clients free of charge.

The prices charged to clients for research services and resulting reports
prepared by Accufacts vary in price from a few dollars to over $75.00, depending
upon the type(s) and location(s) of the research requested by the client. The
resulting reports may be viewed directly on-line, printed from the on-line site,
or received by fax. The reports remain in our host computer system indefinitely
and are available to the client at no additional cost as long as the client is
in an active status. Otherwise, a nominal cost may apply.

Our in-house computer host system consists of automated, networked PCs running
Windows NT, using SQL data bases which automatically read orders out to our
agents and/or to third party databases for automatic processing. In addition,
Accufacts operates its Internet-based consumer order entry system with the same
automatic computer system, thereby reducing turnaround time and operating costs.

Accufacts' network field retrieval system currently consists of individuals and
small companies located throughout the United States. The agents are engaged as
independent contractors, who are paid a fee on a per-search/per- document, per
day, or monthly basis. The number of field retrievers in each state or locality
depends on the size, population density, number of counties, and the respective
organization/ structure of the court files and documentation systems utilized.
Accufacts believes that it currently offers an extensive range of products and
services. Among those most commonly requested by clients are:


                                     PAGE 3
<PAGE>

      o     CRIMINAL HISTORY CHECKS - Searches in selected geographical areas
            for the presence of a criminal record. This background information
            is available statewide from 32 states or from all 3,300 counties in
            the United States on a county-by-county basis. The remaining 18
            states do not have an accessible statewide depository for this type
            of information. This information is retrieved through our network
            agent system, computer access directly into the states and certain
            counties or, in some instances, by facsimile, mail and telephone.

      o     MOTOR VEHICLE REPORTS - Confirms driving records. This background
            information is retrieved by Accufacts through a non-affiliated third
            party and is available from all 50 states, the District of Columbia,
            and Puerto Rico. The same information can be obtained directly by
            Accufacts from the source or from other non-affiliated third
            parties. These reports and the credit reports discussed below are
            the only two products for which we serve as a broker.

      o     CREDIT INFORMATION CHECKS - This background information is a special
            form of a common "credit report" designed for employment purposes
            only. We serve as a broker for this information notably from a major
            credit bureau, and retrieve the information through proprietary
            software that we developed and own.

      o     SOCIAL SECURITY NUMBER VERIFICATIONS - This report will verify the
            issue date and name associated with the reported number. It will
            also indicate if the number has been reported deceased or not issued
            as of a certain date. The report may also reveal other names,
            including, "also-known-as" or maiden names, and/or addresses
            previously or currently used by the applicant.

      o     EMPLOYMENT VERIFICATIONS - Pursuant to the client's requirements,
            this report can include a complete verification of all previous
            employers, or a review of the most recent two or three positions
            held.

      o     EDUCATION VERIFICATIONS - This report contains the applicant's
            academic history including: name of institution, dates of
            attendance, major course of study and the type of degree(s) received
            by the individual.

      o     PROFESSIONAL LICENSE VERIFICATIONS - Professional licenses in most
            states may be verified to include physicians, registered nurses,
            dentists, chiropractors, physical therapists, attorneys, certified
            public accountants, et al.

      o     PROFESSIONAL/PERSONAL REFERENCE VERIFICATIONS - This report is based
            on an interview of a co-worker or personal reference as provided by
            the applicant. The co-worker or personal reference is questioned as
            to the length and nature of their relationship with the applicant
            and the applicant's skills and work ethic.

      o     FEDERAL SEARCHES - This search consists of a check for criminal and
            civil filings in a federal district identified by the client, or the
            district of residence as identified by us. This search will reveal
            criminal and civil information that has not been purged, sealed or
            expunged by the court and generally involves a two to four-year time
            frame from the date of the offense.


                                     PAGE 4
<PAGE>

ACCELERATED MARKET PRESENCE

Accufacts intends to continue the acceleration of its market presence throughout
the United States and international markets. In general, the Company is
realigning specific program development strategies focusing on discrete market
sectors. Proprietary research techniques are being implemented to facilitate the
timely qualifying of opportunities and our proposal processes. Additionally,
Accufacts plans to further expand and refine other marketing techniques. These
will include:

      o     Strategic teaming initiatives

      o     Improved development of lead prospects and telephone responses

      o     Potential use of independent resellers

      o     Use of public relations projects and promotions

      o     Participation in trade shows and seminars

      o     Advertising in trade publications

      o     Improving our Web site and incorporating additional features on the
            Internet

      o     Mailing of news releases to existing customers, prospective
            customers, and investors.

LONG-TERM CLIENT RELATIONSHIPS

Accufacts is fully committed to providing quality products and services to our
clients and maintaining strong client service relationships. Management believes
that the emphasis on building long-term relationships with our customers has
played a significant role in our success. Indeed, follow-on orders are essential
to our business base and growth. Management further believes that these
relationships are important not only to generate additional sales from existing
clients, but also for referrals. A large percentage of our sales have been
generated by referrals from clients. We intend to continue to send Company
information to existing clients as well as monitor larger clients on a daily
basis, and contact clients on a regular basis for user feedback and quality
assurance.

QUALITY CLIENT SERVICE AND SUPPORT

In order to offer clients quality service and support, Accufacts has developed
and will continue to enhance our client service and support program(s)
including:

      o     In-house training of all client service representatives on
            Accufacts' products

      o     System quality control checks for Accufacts' products and services

      o     Minimum acceptable performance guidelines for employees.


                                     PAGE 5
<PAGE>

MARKETING

Accufacts centers all marketing efforts in its Program Development department.
Proprietary research tools and software are the cornerstone of our marketing
activities. The Company has an extensive marketing training program. Specific
target research techniques are addressed as well as specific target
qualification actions, industry/competition understanding, and proposal
development skills. Additional Program Development/marketing activities include:
direct marketing activities, exhibitions at trade shows, Internet vehicles,
strategic public relations activities, market research results, and focused
in-house research efforts to identify and capture new opportunities, especially
involving large new accounts.

CLIENTS

Accufacts has approximately 850 clients located throughout the United States.
During the last three (3) years revenues were generated from clients in all 50
states. No single client accounted for more than 5% of total revenues during the
last three (3) years.

Accufacts believes that it has very good relations with its clients. We
frequently customize reports or other elements of our services to accommodate
client needs. We believe that this places Accufacts in a unique position to
maintain these clients in a long-term relationship.

GOVERNMENT REGULATION

Accufacts is a "consumer reporting agency" and is therefore subject to the
provisions of the Fair Credit Reporting Act (FCRA), and is regulated by the
Federal Trade Commission ("FTC") under the Federal Trade Commission Act. Under
the provisions of the FCRA, a consumer reporting agency may furnish a "consumer
report" to a customer (other than a consumer or in response to a court order)
only if such agency has reason to believe that the customer intends to use the
information for a permissible purpose. Permissible purposes include use in
connection with a credit transaction involving the consumer on whom the
information is to be furnished or the review or collection of an account of the
consumer or the legitimate need by the consumer for the information in
connection with a business transaction concerning the consumer. The background
checking reports of Accufacts are consumer reports for purposes of the FCRA. In
addition, certain of Accufacts' consumer reports are "investigative consumer
reports" within the meaning of that term under the FCRA. The FCRA also prohibits
disclosure of obsolete information concerning a consumer. Obsolete information
generally means information that is more than seven years old.

The FCRA requires a consumer reporting agency to maintain reasonable procedures
designed to ensure that the prohibitions on the use of obsolete information are
not violated, and that the information contained in a consumer credit report is
used for a proper purpose. In addition, a consumer reporting agency must follow
reasonable procedures to assure maximum accuracy of the information concerning
the consumer about whom the report relates. The FCRA also requires a consumer
reporting agency, upon request from a consumer, to disclose all information
about that consumer in a consumer report, together with the source and the
recipients of the information. In some cases, this information must be delivered
to the consumer at no cost, and, in others, the agency may charge a reasonable
fee. Historically, Accufacts has not charged such a fee.


                                     PAGE 6
<PAGE>

The Consumer Credit Reporting Reform Act (CCRRA) of 1996 amended the FCRA and
added new requirements on consumer reporting agencies providing consumer reports
for employment purposes. The requirements include:

      o     Providing clients with a notification of their responsibilities
            under the FCRA

      o     Obtaining certifications from clients that they are performing
            certain specific actions as required by the FCRA

      o     Providing the subject of the report with a free copy of the report
            if adverse action is taken by an employer based on information in
            the consumer report

      o     Providing a copy of a "Summary of Your Rights Under the Fair Credit
            Reporting Act" with each consumer report.

The CCRRA also placed new requirements on the resale of consumer reports. A
consumer reporting agency providing consumer reports to a reseller must now
obtain the identity of the end user of the information for each report. In
addition, the consumer reporting agency must receive certifications from
resellers that their customers are performing the same specific actions as are
required of the consumer reporting agency's direct customers, and ensure that
reports are being resold only for permissible purposes.

The FCRA provides that an investigative consumer report may not be prepared on
any consumer unless such consumer receives notice thereof in writing not later
than three days after the date on which the report was first requested. Notice
to a consumer must include a statement, among others, that the consumer has the
right to request complete disclosure of the nature and scope of the
investigation requested. The FCRA further provides that if the consumer requests
disclosure of the information, the consumer reporting agency must make such
disclosure in writing not later than five days after the date on which the
request for disclosure was received. A consumer reporting agency may not be held
liable for any violation of the FCRA provisions relating to investigative
consumer reports if that agency shows by preponderance of the evidence that at
the time of the violation, such agency maintained reasonable procedures to
assure compliance with those provisions. Of our current products,
education/credential confirmations and reference checks are investigative
consumer reports for purposes of the FCRA.

The FCRA provides for civil liability sanctions against a consumer reporting
agency by a consumer for willful or negligent noncompliance with the FCRA and
criminal sanctions against officers and directors thereof who knowingly and
willfully disclose information in a report to a person not authorized to receive
the information.

State laws also impact Accufacts' business. There are a number of states that
have laws similar to the FCRA, and some states which have human rights laws more
strict than the FCRA. A large number of states also regulate the type of
information which can be made available to the public and/or impose conditions
to the release of the information. For example, some state laws prohibit access
to certain types of information, such as workers' compensation histories or
criminal histories, while others restrict access without a signed release from
the subject of the report. In addition, many privacy and consumer advocates and
federal regulators have become increasingly concerned with the use of personal
information, particularly credit reports. Attempts have been made and will
continue to be made by these groups to adopt new or additional federal and state
legislation to regulate the use of personal information. Federal and/or state
laws relating to consumer reporting agencies and/or access and use of personal
information amended or enacted in the future could adversely impact Accufacts'
operations.


                                     PAGE 7
<PAGE>

LEGAL CONSIDERATIONS

Under general legal concepts and, in some instances, by specific state and
federal statute, Accufacts could be held liable to customers and/or to the
subjects of background checking reports prepared by Accufacts for inaccurate
information or misuse of the information. The FCRA contains civil liability
provisions for willful and negligent noncompliance with its requirements. The
FCRA further provides in effect that, except for liability for willful or
negligent noncompliance with the FCRA and false information furnished with
malice or willful intent to injure a consumer, a consumer reporting agency, any
user of information or any person who furnishes information to a consumer
reporting agency will not be liable to the consumer for defamation, invasion of
privacy or negligence based on information disclosed to such consumer under the
provisions of the FCRA.

Accufacts has developed and implemented internal policies designed to help
ensure that background information retrieved concerning a consumer is accurate
and that it otherwise complies with the provisions of the FCRA. In addition,
each customer of Accufacts is required to sign an agreement, wherein such
customer agrees, among other matters, to accept responsibility for using
information provided by Accufacts in accordance with the provisions of the FCRA
and all other applicable federal and state laws and regulations including
federal and state equal opportunity laws and regulations. Accufacts also has
internal checks in place regarding access and release of such information.
Additionally, Accufacts requires that all employees sign a written
acknowledgment covering the proper procedures for handling confidential
information.

COMPETITION

The pre-employment screening/background check industry is highly fragmented and
highly competitive. We face both direct and indirect competition for our
products and services. Additionally, many companies choose to perform such
candidate background checking using in-house personnel.

In terms of direct competition to the Company, there are a large number of
companies engaged in the sale of one or more of the background checking products
that we sell. We believe that this number will increase. A significant number of
these competitors are small companies operating on a local or regional basis.
Additionally, some large companies are operating on a national scale. We believe
that the background checking portion of our larger direct competitors' business
is currently only a portion of their overall operations. Unlike some of our
direct competitors, Accufacts serves as an intermediary for only two of its
products -- credit reports and motor vehicle driving records -- and obtains the
data for the remainder of its products directly from the source. We believe that
this assists in establishing better response times, maintaining higher degrees
of quality, and developing competitive pricing advantages. We also believe that
we have a competitive advantage over many of our competitors because of the wide
variety of products that we offer to customers, and because of our developed
order entry and report retrieval system. However, many of our competitors have
substantially greater financial and personnel resources than Accufacts. In
addition, it is possible that one or more of our larger direct competitors could
expand their background checking product line in the future

Indirect competition is another aspect of our industry. We face indirect
competition from a number of companies engaged in, among other things, drug,
aptitude and attitude testing, handwriting analysis and on-the-job trial
employment (employee leasing). These procedures, though often used in
conjunction with background checking, compete with Accufacts' products and
services. Most of these competitors operate on a national scale and have
substantially greater financial and personnel resources than Accufacts. In
addition, it is possible that one or more of these competitors could expand
their product lines in the future to include background checking products and
services.


                                     PAGE 8
<PAGE>

EMPLOYEES

Accufacts has a total of 18 full-time employees, two (2) of whom are involved in
marketing, one (1) in finance, ten (10) in data research, one (1) in
programming, two (2) in customer service and two (2) in management. None of our
employees are represented by labor unions or are subject to collective
bargaining arrangements. Accufacts considers its relations with its employees to
be good.

ITEM 2. DESCRIPTION OF PROPERTY

Maglio-Accufacts, the wholly-owned subsidiary of Accufacts, and successor to
Maglio, Inc., maintains a 4,019 square foot office located at 2180 West State
Road 434, Suite 4150, Longwood, Florida pursuant to a lease agreement, dated May
28, 1998, as amended, between Maglio, Inc. and CB Sanlando Center, Inc, and
assigned to Maglio-Accufacts. The lease agreement expires July 31, 2005. The
monthly rent is $7,034 for the period from July 1, 2003 to July 31, 2004 and
$7,224 for the period August 1, 2004 to July 31, 2005.

Management considers present office space adequate to meet our foreseeable
needs.

ITEM 3. LEGAL PROCEEDINGS

The Company may be a party to various legal actions, proceedings and pending
claims arising in the normal course of its business. Management does not expect
the outcome of any such claims or suits to have a material adverse effect on the
Company's financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In August 1998, Southern Cargo acquired all of the assets and assumed all of the
liabilities of our Company and changed its name to Accufacts Pre-Employment
Screening, Inc. and its state of incorporation from Florida to Delaware. On
September 9, 1998, Accufacts' common stock, par value $.01 per share, commenced
being quoted on the OTC Bulletin Board ( "OTCBB,") under the symbol "APES." The
following table sets forth the high and low bid prices for Accufacts' Common
Stock for the last two completed fiscal years on a quarterly basis. The
quotations represent bids between dealers and do not include retail mark-up,
mark-down or commissions, and do not necessarily represent actual transactions.


                                     PAGE 9
<PAGE>

--------------------------------------------------------------------------------
                                            LOW BID PRICE*       HIGH BID PRICE*
--------------------------------------------------------------------------------
Fiscal 2004
--------------------------------------------------------------------------------

1st Quarter                                    $ .3300               $ .5800

2nd Quarter                                      .3500                 .4500

3rd Quarter                                      .3800                 .5200

4th Quarter                                      .7000                1.1900

--------------------------------------------------------------------------------

Fiscal 2003:

1st Quarter                                    $ .4300               $ .4500

2nd Quarter                                      .1900                 .4500

3rd Quarter                                      .2000                 .2900

4th Quarter                                      .1800                 .4400

--------------------------------------------------------------------------------

*Source: Historical prices from Yahoo! Finance

The Company believes that as of March 30, 2005, there were approximately 700
holders of record of 6,721,913 shares of Common Stock, including holders that
maintain their ownership in "Street-Name."

DIVIDENDS

The Company has never paid cash dividends on its Common Stock and does not
anticipate paying a dividend in the foreseeable future. The Company anticipates
that future earnings, if any, will be retained for the development of its
business. Accordingly, the Company does not anticipate paying dividends on its
Common Stock in the foreseeable future. The payment of future dividends will be
at the sole discretion of the Company's Board of Directors and will depend upon
considerations including general business conditions.


                                     PAGE 10
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this report may be deemed to be forward-looking statements
that are made pursuant to the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995.

Accufacts was founded in 1994 to provide pre-employment screenings and
background checks for clients. Following a merger with Southern Cargo Company (a
public shell) in 1998, we became a publicly traded company and changed the
company name to Accufacts Pre-Employment Screening, Inc.

Fundamentally, the Accufacts business approach is to research and provide a
variety of background and due diligence reports to clients regarding their
employee candidates. These may include such items as: criminal background
checks, Social Security number verifications, employment verifications,
professional license verifications, education verifications, credit reports,
driving records, and other reports. We believe that obtaining background checks
is a proven, prudent part of a client's hiring process. Falsification of
application information is not uncommon, and courts have held employers liable
for harm caused by employees, especially when there is a pattern of behavior.
Furthermore, statistics indicate that pre-employment screenings increase
employee integrity and decrease turnover, which improves business performance.

The market for background checks/pre-employment screenings and related due
diligence is highly competitive. Most competitors are small local firms, but a
few large national companies exist in the market. Accufacts competes on both
levels. Overall, we believe that we have developed proprietary software tools
incorporating the latest information technologies. This enables our clients to
submit orders and track the status of the search at any time. We customize
reports upon request. We have an automated client service program that is
available on-line, 24 hours a day, 7 days a week. This ensures the fastest
response possible.

Our acquisition of Maglio, Inc. in 1999 increased our client base and provided
additional resources that expanded our position in the market. During 2003 and
2004, we enhanced our client support technology and we are developing new
product areas and technologies to offer clients in 2005.

CRITICAL ACCOUNTING POLICIES

Accufacts' significant accounting policies, including the assumptions and
judgments underlying them, are more fully described in Note 1 of the Notes to
Consolidated Financial Statements. Some of Accufacts' accounting policies
require the application of significant judgment by management in the preparation
of the financial statements, and as a result, they are subject to a greater
degree of uncertainty. In applying these policies, management uses its judgment
to determine the appropriate assumptions to be used in calculating estimates
that affect the reported amounts of assets, liabilities, revenues and expenses.
Management bases its estimates and assumptions on historical experience and on
various other factors that are believed to be reasonable under the
circumstances. Accufacts has identified certain of its accounting policies as
the ones that are most important to the portrayal of Accufacts' financial
condition and results of operations, and which require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Accufacts' critical
accounting policies include the following:

      REVENUE RECOGNITION

      Revenue is recognized at the time of performance of service.


                                     PAGE 11
<PAGE>

      ACCOUNTING FOR INTANGIBLE AND LONG-LIVED ASSETS

      In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets,"
      Accufacts conducts annual impairment tests of goodwill and
      indefinite-lived intangible assets recorded on its books in order to
      determine if any impairment of value may have taken place. Impairment
      tests will be conducted sooner if circumstances indicate that impairment
      may have occurred. At its annual evaluation of its goodwill and
      indefinite-lived intangible assets, Accufacts determined that such assets
      were not impaired.

      Intangible assets with finite useful lives, which primarily consist of
      customer lists and non-competition covenants, continue to be amortized on
      a straight-line basis. Customer lists are amortized over three to five
      years. Non-competition covenants are amortized over the lives of the
      respective agreements, generally three years.

      In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal
      of Long-Lived Assets," Accufacts tests its long-lived assets, other than
      goodwill and indefinite-lived intangible assets, for impairment whenever
      events or changes in circumstances indicate that the carrying amount of
      such assets may not be recoverable. The value of a long-lived asset is
      impaired if the carrying value of the asset exceeds the sum of the
      undiscounted cash flows expected to result from the use and eventual
      disposition of the asset. An impairment loss will be measured as the
      amount by which the carrying amount of a long-lived asset exceeds its fair
      value.

The results of operations for fiscal year ended December 31, 2004 included
revenues of $5,127,409. This is an increase of 12.1% from the results of the
year ended December 31, 2003 which amounted to $4,571,984. This increase was the
result of ongoing business development efforts and marketing initiatives coupled
with the increase associated with the higher customer billing levels stemming
from certain state court fee cost increases.

Accufacts' cost of services increased 9.4%, from $ 3,189,311 in 2003 to
$3,487,641 in 2004. Cost of services increased in line with the increase in
overall revenues and the volume of business received in 2004 offset by a decline
in the depreciation of the its' proprietary decision support software developed
originally in 2000. As mentioned above, this increase was also directly
attributable to the increase in court fees associated with providing services in
certain states.

General and administrative expenses increased in 2004 by 29.8%, from $844,955 in
2003 to $1,096,632 in 2004. This increase was mainly due to an increase in
officer salaries related to a five-year employment agreement which the Company
entered into in December 2003. In December 2004, in accordance with the
employment agreement and based on the discretion of the Board of Directors, a
$125,000 bonus was paid to the President of the Company based on the Company
meeting certain profitability milestones. This increase was offset by
efficiencies realized in the administrative areas of the Company by relocating
the New York management headquarters office to Longwood, Florida.

Accufacts' net income in 2004 and 2003 remained relatively stable, decreasing
only $2,346 from $329,970 in 2003 to $327,624 in 2004.


                                     PAGE 12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's financing activities for the year ended December 31, 2004 included
borrowing from a bank and net borrowings under capital lease obligations. The
Company's financing activities resulted in net cash used in financing activities
of $12,559 for the year ended December 31, 2004. The Company believes it will be
able to fund its short-term cash needs through funds from operations and, if
required, additional capital raising efforts.

The Company intends to increase its business through the use of operating
profits and borrowings. The Company believes that its anticipated cash flow from
operations and existing bank facilities will provide the liquidity to meet its
current foreseeable cash needs for at least a year.

At December 31, 2004, the Company had total assets $2,248,359, compared with
$1,733,072 at December 31, 2003, representing an increase of $515,287, or 29.7%.
At December 31, 2004, the Company had total liabilities of $601,400, as compared
to $413,737 at December 31, 2003, representing an increase in liabilities of
$187,663, or 45.4%.

Net cash provided by operations in fiscal year 2004 was $644,971 compared with
$576,928 provided by operations in 2003, representing an increase of $68,043, or
11.8%. The bottom line result of cash from operations, investing and financing
activities was an increase in year end cash from $798,067 in 2003 to $1,277,050
at the end of 2004, representing an increase of $478,983, or 60.0%.

The Company has a $400,000 line of credit with a bank that matures May 1, 2005.
As of December 31, 2004, the Company had $0 outstanding on the line. The line
bears interest at the prime rate plus one (1) percent, is secured by
substantially all of the assets of the Company and is personally guaranteed by
the majority stockholder and president of the Company.

The Company also has a $21,639 business checking/overdraft line of credit with a
bank. As of December 31, 2004, the Company had $3,361 outstanding against the
line. It bears interest at the prime rate plus six (6) percent and is secured by
substantially all of the assets of the Company.

There have been no significant changes to internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

ITEM 7. FINANCIAL STATEMENTS.

Consolidated Financial Statements are found immediately following the signature
page of this Form on pages F-1 through F-13.


                                     PAGE 13
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE

      Under the supervision and with the participation of management, Accufacts
      has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures within 90 days of the filing date of
      this annual report.

      Based on our evaluations, we have concluded that those disclosure controls
      and procedures are effective in timely alerting management to material
      information relating to the Company required to be included in the
      Company's periodic SEC filings. There were no significant changes in its
      internal controls or in other factors that could significantly affect
      these controls subsequent to the date of their evaluation.

      Disclosure controls and procedures are the controls and other procedures
      that are designed to ensure that information required to be disclosed by
      the Company in the reports it files or submits under the Exchange Act is
      recorded, processed, summarized and reported within the time periods
      specified n the Securities and Exchange Commission's rules and forms.
      Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be
      disclosed by the Company in the reports it files under the Exchange Act is
      accumulated and communicated to management as appropriate, to allow timely
      decisions regarding required disclosure.

(B)   CHANGES IN INTERNAL CONTROLS

      Not applicable.

ITEM 8B. OTHER INFORMATION

      None.


                                     PAGE 14
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers of Accufacts and Maglio-Accufacts are as
follows:

<TABLE>
<CAPTION>
                                                         DIRECTOR OF                            DIRECTOR OF
                            POSITION WITH                 ACCUFACTS        POSITION WITH        MAGLIO-ACCUFACTS
NAME                 AGE    ACCUFACTS                       SINCE         MAGLIO-ACCUFACTS      SINCE
----                 ---    -------------                -----------      ----------------      ----------------
<S>                  <C>                                    <C>           <C>                         <C>
Philip Luizzo         39    Chief Executive Officer,        1998          President and               1999
                            President and Chairman                        Director
                            Of the Board
John C. Svedese       44    Vice President and              1998          Vice President and          1999
                            Director                                      Director

Anthony J. Luizzo     63    Corporate Secretary and         1998          Corporate Secretary         1999
                            Director                                      and Director
</TABLE>

Philip Luizzo, the President, Chief Executive Officer and Chairman of the Board
of Directors of Accufacts and the President and a Director of Maglio-Accufacts,
has served as the President and Chief Executive Officer of Accufacts and its
predecessor since 1994 and as President of Maglio-Accufacts since 1999. For more
than two years prior to 1994, Mr. Luizzo was a manager of L.C. Security. Mr.
Luizzo earned an undergraduate degree in finance from The University of Nevada,
Las Vegas and has authored a number of articles on background screening for
major magazines and professional journals including Security Management Magazine
and The Internal Auditing Alert. Mr. Luizzo has lectured to numerous companies
and professional organizations on aspects of conducting background
investigations for prospective employees. Philip Luizzo is the son of Anthony J.
Luizzo, the Corporate Secretary and a Director of Accufacts and
Maglio-Accufacts.

John C. Svedese, the Vice President and a Director of Accufacts and
Maglio-Accufacts, has over 12 years experience as a senior investigative auditor
for the New York City District Council of Carpenters. Mr. Svedese has been with
Accufacts and its predecessor since 1994 and with Maglio-Accufacts since 1999,
and is familiar with all aspects of the Company's growth and development. In
order to maintain Accufacts' high level of personal as well as professional
services, he also acts as the business liaison between Accufacts and its
clients. Mr. Svedese assists the Board of Education of the City of New York by
providing seminars regarding pre-employment screening by corporations to its
faculty and students.


                                     PAGE 15
<PAGE>

Anthony J. Luizzo, CFE, CST, DABFE, the Corporate Secretary and a Director of
Accufacts and Maglio-Accufacts, has been an owner and principal employee of L.C.
Consulting Group, Inc. for more than five years. Mr. Luizzo has over 35 years of
law enforcement and security management experience as a former detective with
the New York City Police Department and as a senior security administrator with
the New York City Mayor's Office of Economic Development and Business Services
and the NYC Health & Hospitals Corporation. Anthony Luizzo earned a graduate
degree in criminology and undergraduate degree in security management from
Pacific Western University and held adjunct faculty positions at John Jay
College of Criminal Justice Studies and New York University. Mr. Luizzo is
presently an adjunct faculty member at Long Island University. Mr. Luizzo is a
certified fraud examiner, certified security trainer, certified police
instructor, and a board certified forensic examiner. He has written over 25
articles addressing aspects of security and loss prevention management for a
wide variety of magazines and professional trade journals including The CPA
Journal, Security Management Magazine, The Journal of Health Care Protection
Management, and The White Paper. He is the author of "Play it Safe," a retail
fraud prevention brochure, and coauthor of Fraud Auditing: A Complete Guide, a
workbook for accountants and auditors on conducting fraud audits and
investigations published by the Foundation for Accounting Education. Mr. Luizzo
has lectured on security management issues to corporations, municipal agencies
and professional organizations nationwide. He has conducted over 5,000 security
surveys for corporations, hospitals, commercial, institutional and residential
complexes, and often testifies as a security expert in litigation involving
deficient security. Mr. Luizzo is the President of the New York Chapter of
Certified Fraud Examiners. He serves or has served on the Board of Directors of
The Associated Licensed Detectives of New York State, The Society of
Professional Investigators, and The Academy of Security Educators and Trainers.
Anthony Luizzo is the father of Philip Luizzo, the President, Chief Executive
Officer and Chairman of the Board of Directors of Accufacts and the President
and a Director of Maglio-Accufacts.

All directors hold office until the next annual meeting of stockholders and
until their successors have been elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Under securities laws of the United States, the Company's directors, executive
officers, and any persons holding more than ten percent of the Company's common
stock are required to report their initial ownership of the Company's common
stock and any subsequent changes in their ownership to the Securities and
Exchange Commissions ("SEC"). Specific due dates have been established by the
SEC, and the company is required to disclose any failure to file by those dates.
Based upon (i) the copies of Section 16 (a) reports that the Company received
from such persons for 2004 fiscal year transactions, and (ii) the written
representations received from one or more of such persons that no annual Form 5
reports were required to be filed for them for fiscal year 2004, the Company
believes that there has been compliance with all Section 16 (a) filing
requirements applicable to such officers, directors, and ten-percent beneficial
owners for such fiscal year.


                                     PAGE 16
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following summary compensation table sets forth the aggregate compensation
paid or accrued by the Company to the Chief Executive Officer and to the four
most highly compensated executive officers other than the Chief Executive
Officer whose annual compensation exceeded $100,000 for services during the
fiscal years ended December 31, 2004, 2003 and 2002 (collectively, the "Named
Executive Officers"):

                           SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                                  OTHER ANNUAL
                                     FISCAL                                       COMPENSATION
NAME AND PRINCIPAL POSITION           YEAR         SALARY($)         BONUS($)         ($)(1)
---------------------------           ----         ---------         --------        -------
<S>                                   <C>           <C>              <C>             <C>
Philip Luizzo - President,            2004          $300,000         $125,000        $11,136
and                                   2003          $189,324         $      0        $ 2,784
Chief Executive Officer               2002          $182,325         $      0        $     0
</TABLE>

--------
(1)   Includes a monthly car allowance of $928 per month effective October 2003.

Currently, the Directors of the Company are not compensated for serving on the
Board of Directors.

Effective as of December 1, 2003, Accufacts entered into an employment agreement
with Mr. Philip Luizzo to serve as the Company's Chief Executive Officer and
President. The agreement has a term of five (5) years. The employment agreement
provides for compensation at the rate of $300,000 per annum, with an annual
increase in compensation at a rate of five percent (5%) during the term of the
agreement. The agreement also provides for bonus compensation to Mr. Luizzo in
the amount of $125,000 or shares of restricted common stock pursuant to the
terms of the agreement, the form of bonus compensation to be at the discretion
of the Board of Directors; annual bonus compensation will be payable if
Accufacts' earnings before interest depreciation and amortization exceeds
$500,000 in fiscal year 2004, or $600,000 in fiscal year 2005, or $700,000 in
fiscal year 2006, or $1,000,000 in fiscal year 2007, or $1,300,000 in fiscal
year 2008. The agreement also provides for standard confidentiality and
non-competition provisions. The agreement further provides for severance and
payment in the event of a change in control as defined in the agreement. In the
event of a change of control, Mr. Luizzo will be entitled to receive the
compensation he otherwise would be entitled to receive under the remaining term
of the agreement, but in no event less than 12 months' salary plus bonus
compensation that he may otherwise would have been entitled to receive for the
year which the change in control takes place.

John Svedese is employed as Vice President. Mr. Svedese was previously employed
under an employment agreement that ended in September 2003. Although, the term
of Mr. Svedese's agreement has expired, he continues to be employed under the
same terms and conditions of his prior employment agreement whereby he receives,
(i) an annual base salary of $50,000, plus a cost-of-living adjustment
provision.


                                     PAGE 17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership
of the Company's outstanding Common Stock as of March 30, 2005, by (i) each
person known by the Company to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock, (ii) each Named Executive Officer,
(iii) each of the Company's directors and (iv) all executive officers and
directors as a group. Unless otherwise indicated below, all persons listed have
sole voting and investment power with respect to their shares of Common Stock
except to the extent that authority is shared by spouses under applicable law.

<TABLE>
<CAPTION>
                                                  AMOUNT OF             AMOUNT OF         PERCENTAGE OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER (1)     COMMON STOCK OWNED    OPTIONS AWARDED (2)             (3)
----------------------------------------     ------------------    -------------------    -------------------
<S>                                               <C>                    <C>                     <C>
Philip Luizzo                                     3,770,000              30,000                  56.53%
John C. Svedese                                      10,754              15,000                     *
Anthony J. Luizzo                                    10,754                  --                     *
Interwest Transfer Agency/ CEDE & Co.             2,438,739                  --                  36.28%
P.O. Box 222, Bowling Green Station,
New York, NY 10274

All executive officers and directors
      as a group                                  3,791,508              45,000                  57.10%
</TABLE>

----------
*     Denotes less than 1%.

(1)   Unless otherwise noted, the address for each individual is in care of
      Accufacts Pre-Employment Screening, Inc., 2180 SR 434, Suite 4150,
      Longwood, Florida, 32779.

(2)   A person is deemed to be the beneficial owner of securities that can be
      acquired by such person within 60 days from the date hereof. Each
      beneficial owner's percentage ownership is determined by assuming that
      options or warrants that are held by such person (but not those held by
      any other person) and which are exercisable within 60 days from the date
      of filing this Form 10-KSB has been exercised. Unless otherwise indicated,
      the Company believes that all persons named in the table have sole voting
      and investment power with respect to all shares of Common Stock
      beneficially owned by them.

(3)   BASED ON 6,721,913 SHARES OF COMMON STOCK AS OF MARCH 30, 2005.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS

a)    Exhibits are incorporated by reference to the Index of Exhibits provided
      at the end of this Report on Form 10-KSB. Also incorporated by reference
      are all exhibits filed on the Company's Registration Statement on Form
      10-SB.


                                     PAGE 18
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees to Tedder James Worden &
Associates, P.A. for audit services rendered in connection with the consolidated
financial statements and reports and for other services rendered during the
years ended December 31, 2004 and 2003 on our and our subsidiaries behalf, as
well as all out-of-pocket costs incurred in connection with these services:

                                        2004             2003
                                        ----             ----
Audit Fees                            $33,000           $29,000
Audit Related Fees                       --                --
Tax Fees                                3,000             2,250
                                        ----             ----
Total                                 $36,000           $31,250
                                        ----             ----

Audit Fees: Consists of fees billed for professional services rendered for the
audit of the Company's consolidated financial statements, for the review of the
interim condensed consolidated financial statements included in quarterly
reports, services that are normally provided by Tedder James Worden &
Associates, P.A. in connection with statutory and regulatory filings or
engagements and attest services, except those not required by statute or
regulation.

Audit Related Fees: Consists of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Company's consolidated financial statements and are not reported under "Audit
Fees". These services include employee benefit plan audits, offering
memorandums, registration statements, attest services that are not required by
statute or regulation, and consultations concerning financial accounting and
reporting standards.

Tax Fees: Consists of tax compliance/preparation and other tax services. Tax
compliance/preparation consists of fees billed for professional services related
to federal, state and international tax compliance and assistance with tax
audits and appeals. Other tax services consist of fees billed for other
miscellaneous tax consulting and planning.


                                     PAGE 19
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Accufacts Pre-Employment Screening, Inc. Date: March 31, 2005


                          BY: /S/ PHILIP LUIZZO
                          PHILIP LUIZZO
                          PRESIDENT AND
                          CHIEF EXECUTIVE OFFICER
                          (PRINCIPAL EXECUTIVE OFFICER)

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


      /S/ PHILIP LUIZZO                            DATE: MARCH 31, 2005
      -----------------
      PHILIP LUIZZO
      PRESIDENT AND CHIEF EXECUTIVE OFFICER
      (PRINCIPAL EXECUTIVE OFFICER)


      /S/ JOHN C. SVEDESE                          DATE: MARCH 31, 2005
      -------------------
      JOHN C. SVEDESE
      VICE PRESIDENT AND DIRECTOR


      /S/ ANTHONY LUIZZO                           DATE: MARCH 31, 2005
      ------------------
      ANTHONY LUIZZO
      SECRETARY AND DIRECTOR


                                     PAGE 20
<PAGE>

                                INDEX OF EXHIBITS

      EXHIBIT
      NUMBER                  DESCRIPTION OF EXHIBIT
      ------                  ----------------------

2.1   Plan and Agreement of Merger of Maglio, Inc. and Maglio-Accufacts
      Pre-Employment Screening, Inc., dated October 11, 1999, by and among
      Accufacts Pre-Employment Screening, Inc., Maglio-Accufacts Pre-Employment
      Screening, Inc., and Maglio, Inc. (1)

2.2   Supplemental Agreement, dated as of October 11, 1999, by and among
      Accufacts Pre-Employment Screenings, Inc., Maglio, Inc., Maglio-Accufacts
      Pre-Employment Screening, Inc., and Richard J. Maglio. (1)

2.3   Agreement and Plan of Merger dated as of November 20, 2002 by and between
      Accufacts Pre- Employment Screening, Inc., Kroll Background America, Inc,
      and Accufacts Acquisition Corp., a wholly-owned subsidiary of Kroll
      Background America, Inc. (8)

2.4   Extension of Agreement and Plan of Merger dated as of February 28, 2003 by
      and between Accufacts Pre- Employment Screening, Inc., Kroll Background
      America, Inc, and Accufacts Acquisition Corp., a wholly-owned subsidiary
      of Kroll Background America, Inc. (8)

3.1   Articles of Incorporation of Accufacts Pre-Employment Screening, Inc. and
      Certificate of Merger (2)

3.2   By-laws of Accufacts Pre-Employment Screening, Inc. (2)

3.3   Certificate of Incorporation of Maglio-Accufacts Pre-Employment Screening,
      Inc. (4)

3.4   By-laws of Maglio-Accufacts Pre-Employment Screening, Inc. (4)

4.1   Specimen of Common Stock Certificate of Accufacts Pre-Employment
      Screening, Inc. (2)

4.2   Asset Purchase Agreement dated August 26, 1998 between Southern Cargo,
      Inc. and Accufacts Pre-Employment Screening, Inc. (2)

4.3   Shareholder Rights and Registration Rights Agreement, dated as of October
      11, 1999, by and between Accufacts Pre-Employment Screening, Inc. and
      Richard J. Maglio (1)


                                     PAGE 21
<PAGE>

10.1  Employment Agreement, dated September 1, 1998, between the Registrant and
      Philip Luizzo (2)

10.2  Amendment, dated October 5, 1999, to the Employment Agreement, dated
      September 1, 1998, between the Registrant and Philip Luizzo (3)

10.3  Employment Agreement, dated September 1, 1998, between the Registrant and
      John Svedese (2)

10.4  Employment Agreement, dated October 11, 1999, by and among the Registrant,
      Maglio- Accufacts Pre-Employment Screening, Inc., and Richard J. Maglio
      (4)

10.5  Lease Agreement, dated April 1, 1997, between the Registrant and 6 Greene
      Street Associates, LLC, as amended (4)

10.6  Lease Agreement, dated August 28, 1998, between Maglio, Inc. and CB
      Sanlando Center, Inc. (4)

10.7  Employment Agreement dated December 1, 2003 between the Registrant and
      Philip Luizzo

16.1  Letter on Change in Certifying Accountant (5)

16.2  Letter on Change in Certifying Accountant (6)

16.3  Letter on Change in Certifying Accountant (7)

21.1  List of Subsidiaries (4)

31.1  Certificate of Chief Executive Officer pursuant to The Sarbanes-Oxley Act
      of 2002

32.1  Certificate pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002

----------
      (1)   Filed as an exhibit to the Registrant's Current Report on Form 8-K,
            dated October 13, 1999, filed with the Securities and Exchange
            Commission on October 28, 1999, and is incorporated by reference
            herein.

      (2)   Filed as an exhibit to the Registrant's Form 10-SB filed with the
            Securities and Exchange Commission on May 7, 1999 and is
            incorporated by reference herein.

      (3)   Filed as an exhibit to the Registrant's Quarterly Report on Form
            10-QSB for the quarter ended September 30, 1999 filed with the
            Securities and Exchange Commission on November 15, 1999 and is
            incorporated by reference herein.

      (4)   Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB
            for the year ended December 31, 1999 and is incorporated by
            reference herein.


                                     PAGE 22
<PAGE>

      (5)   Filed as an exhibit to the Registrant's Current Report on Form 8-K
            dated December 8, 2000, filed with the Securities and Exchange
            Commission on December 13, 2000 and is incorporated by reference
            herein.

      (6)   Filed as an exhibit to the Registrant's Current Report on Form 8-K/A
            dated December 8, 2000 filed with the Securities and Exchange
            Commission on December 18, 2000 and is incorporated by reference
            herein.

      (7)   Filed as an exhibit to the Registrant's Current Report on Form 8-K
            dated July 17, 2002, filed with the Securities and Exchange
            Commission on July 19, 2002 and is incorporated by reference herein.

      (8)   Filed as an exhibit to the Registrant's Current Report on Form 8-K
            Dated February 28, 2003, filed with Securities and Exchange
            Commission on March 4, 2003.


                                     PAGE 23
<PAGE>

Report of Independent Registered Certified Public Accounting Firm

To the Stockholders and Board of Directors of
Accufacts Pre-Employment Screening, Inc. and Subsidiary
Longwood, Florida

We have audited the accompanying consolidated balance sheet of Accufacts
Pre-Employment Screening, Inc. and Subsidiary as of December 31, 2004, and the
related consolidated statements of income, stockholders' equity and cash flows
for the years ended December 31, 2004 and 2003. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Accufacts
Pre-Employment Screening, Inc. and Subsidiary as of December 31, 2004, and the
results of their operations and their cash flows for the years ended December
31, 2004 and 2003, in conformity with U.S. generally accepted accounting
principles.



/s/ Tedder James Worden & Associates, P.A.

Orlando, Florida

February 1, 2005, except for Note 7,
as to which the date is March 30, 2005


                                       F-1
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2004

                                     ASSETS

Current assets:
    Cash                                                              $1,277,050
    Accounts receivable, net of allowance for
        doubtful accounts of $9,800                                      538,675
    Prepaid expense                                                       27,000
                                                                      ----------
            Total current assets                                       1,842,725
                                                                      ----------
Property and equipment, net                                              149,411
                                                                      ----------
Other assets:
    Security deposits                                                      5,835
    Loan fees, net                                                           562
    Goodwill                                                             125,543
    Intangible assets, net                                               124,283
                                                                      ----------
            Total other assets                                           256,223
                                                                      ----------
            Total assets                                              $2,248,359
                                                                      ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Lines of credit                                                   $    3,361
    Current maturities of capital lease obligations                       10,896
    Accounts payable                                                     188,935
    Accrued expenses                                                     165,411
    Income taxes payable                                                  76,342
    Deferred taxes                                                       125,068
                                                                      ----------
            Total current liabilities                                    570,013
Other liabilities:
    Capital lease obligations, less current maturities                    14,200
    Deferred taxes                                                        17,187
                                                                      ----------
            Total liabilities                                            601,400
                                                                      ----------
Commitments                                                                   --
Stockholders' equity:
    Preferred stock, $.01 par value, 5,000,000 shares
        authorized, none issued or outstanding                                --
    Common stock, $.01 par value, 50,000,000 shares
        authorized, 6,721,913 issued and outstanding                      67,219
    Additional paid-in capital                                         1,326,953
    Retained earnings                                                    252,787
                                                                      ----------
            Total stockholders' equity                                 1,646,959
                                                                      ----------
            Total liabilities and stockholders' equity                $2,248,359
                                                                      ==========


See accompanying notes to consolidated financial statements.


                                       F-2
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                       2004             2003
                                                   -----------      -----------
Revenue                                            $ 5,127,409      $ 4,571,984
Cost of services                                     3,487,641        3,189,311
                                                   -----------      -----------
Gross profit                                         1,639,768        1,382,673
Operating expenses:
    General and administrative                       1,096,632          844,955
    Loss on disposal of fixed assets                        --           10,227
                                                   -----------      -----------
Operating income                                       543,136          527,491
Other income (expense):
    Other income (expense)                                  --            7,142
    Interest income (expense), net                       1,368           (1,221)
                                                   -----------      -----------
Income before income taxes                             544,504          533,412
Income tax expense                                    (216,880)        (203,442)
                                                   -----------      -----------
Net income                                         $   327,624          329,970
                                                   ===========      ===========
Net income per share, basic and diluted            $       .05      $       .05
                                                   ===========      ===========
Weighted average number of common
    shares outstanding, basic and diluted            6,721,913        6,711,763
                                                   ===========      ===========


See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                       RETAINED
                                     COMMON STOCK                      EARNINGS
                               -----------------------   ADDITIONAL     (ACCUM-
                                 SHARES                    PAID-IN       ULATED
                                 ISSUED      PAR VALUE     CAPITAL      DEFICIT)       TOTAL
                               ----------   ----------   ----------   ----------    ----------
<S>                             <C>         <C>          <C>          <C>           <C>
Balance at December 31, 2002    6,627,471   $   66,275   $1,319,821   $ (404,807)   $  981,289
Common stock issued                94,442          944        7,132           --         8,076
Net income                             --           --           --      329,970       329,970
                               ----------   ----------   ----------   ----------    ----------
Balance at December 31, 2003    6,721,913       67,219    1,326,953      (74,837)    1,319,335
Net income                             --           --           --      327,624       327,624
                               ----------   ----------   ----------   ----------    ----------
Balance at December 31, 2004    6,721,913   $   67,219   $1,326,953   $  252,787    $1,646,959
                               ==========   ==========   ==========   ==========    ==========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                 2004           2003
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
    Net income                                               $   327,624    $   329,970
    Adjustments to reconcile net income to
      net cash provided by operating activities:
            Depreciation and amortization                        114,791        209,639
            Provision for deferred income taxes                   (9,743)       203,498
            Loss on disposal of fixed assets                          --         10,227
              Changes in operating assets and liabilities:
              Accounts receivable                                 66,399        (69,938)
              Prepaid expense                                    (10,804)       (12,472)
              Security deposits                                       --          2,708
              Accounts payable and accrued expenses               81,278        (71,120)
            Income taxes payable                                  75,426        (25,584)
                                                             -----------    -----------
                Net cash provided by operating activities        644,971        576,928
                                                             -----------    -----------
Cash flows from investing activities:
    Purchases of property and equipment                          (79,090)       (56,261)
    Purchase of customer list                                    (74,339)            --
                                                             -----------    -----------
                Net cash used in investing activities           (153,429)       (56,261)
                                                             -----------    -----------
Cash flows from financing activities:
    Repayments on capital lease obligations                      (15,517)       (13,043)
    Net borrowings(repayments)on lines of credit                   2,958        (70,206)
                                                             -----------    -----------
                Net cash used in financing activities            (12,559)       (83,249)
                                                             -----------    -----------
Net increase in cash                                             478,983        437,418
Cash, beginning of year                                          798,067        360,649
                                                             -----------    -----------
Cash, end of year                                            $ 1,277,050    $   798,067
                                                             ===========    ===========
Supplemental disclosures:
    Interest paid                                            $     2,207    $     1,221
                                                             ===========    ===========
    Income taxes paid                                        $   145,526    $    25,528
                                                             ===========    ===========
    Non-cash financing activities:
        Issuance of common stock from other
          current liabilities                                $        --    $     8,077
                                                             ===========    ===========
        Issuance of common stock through
          paid-in capital                                    $        --    $       273
                                                             ===========    ===========
        Assets acquired under capital leases                 $    25,175    $        --
                                                             ===========    ===========
        Customer list acquired through
          issuance of payable                                $    64,181    $       273
                                                             ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1.    Summary of significant accounting policies:

      Nature of business:

            Accufacts Pre-Employment Screening, Inc. ("Accufacts") was
            incorporated on October 6, 1994 in the State of New York. On August
            31, 1998, Accufacts consummated a merger with a public shell,
            Southern Cargo Company ("Southern"), a Florida corporation.
            Southern, simultaneously with this merger, changed its name to
            Accufacts Pre-Employment Screening Inc. ("APES") and shortly
            thereafter re-incorporated in the State of Delaware.

            APES, through its subsidiary, act as an information service bureau
            and are engaged primarily in the business of verifying job applicant
            background information for employers using databases and a national
            network of agents throughout the United States.

      Principles of consolidation

            The Consolidated financial statements include the accounts of APES
            and its wholly owned subsidiary, Maglio-Accufacts Pre-Employment
            Screening, Inc., collectively referred to as the "Company". All
            significant intercompany accounts and transactions have been
            eliminated in the consolidation.

      Property and equipment and depreciation

            Property and equipment are recorded at cost. Depreciation is
            computed using the straight-line method over the expected useful
            lives of the assets. Upon retirement or other disposition of
            depreciable assets, the cost and related accumulated depreciation
            are eliminated from the accounts, and any gain or loss on disposal
            is credited to or charged against income.

      Revenue recognition

            Revenues are recorded at the time of performance of service.

      Advertising cost

            Advertising costs are expensed as incurred. For the years ended
            December 31, 2004 and 2003, advertising expense was $11,699 and
            $4,142, respectively.

      Income taxes

            The Company's method of accounting for income taxes is the liability
            method required by FASB Statement No. 109 "Accounting for Income
            Taxes". Income taxes are provided for the tax effects of
            transactions reported in the financial statements and consist of
            taxes currently due and deferred taxes.


                                       F-6
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1.    Summary of significant accounting policies - continued:

      Computer software:

            The Company adopted Statement of Position ("SOP") 98-1, "Accounting
            for the Costs of Computer Software Developed or Obtained for
            Internal Use". SOP 98-1 establishes the accounting for costs of
            software products developed or purchased for internal use, including
            when such costs should be capitalized. In accordance with SOP 98-1,
            payroll and payroll-related costs incurred which were directly
            associated with the internal-use software project were capitalized
            by the Company and such capitalized costs are amortized on a
            straight-line basis over three years.

      Net income per common share:

            The Company has adopted Statement of Financial Accounting Standards
            No. 128, "Earnings per share," ("SFAS 128"). This pronouncement
            establishes standards for computing and presenting earnings per
            share ("EPS") for entities with common stock or potential common
            stock. The pronouncement requires the presentation of net income or
            loss per common share based on the weighted average number of shares
            outstanding during the periods. It also requires the presentation of
            diluted EPS which includes common stock equivalents arising form the
            exercise of stock options using the treasury stock method, provided
            exercise prices are less than the average market price, and when
            such inclusion results in further dilution. When losses have been
            incurred, warrants and options are not included since the effect
            would dilute loss per share.

      Use of estimates in the financial statements:

            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.

      Fair Value of Financial Instruments

            The Company's financial instruments include cash, accounts
            receivable, accounts payable, notes payable and loans payable. Due
            to the short-term nature of these instruments, the fair value of
            these instruments approximate their recorded value. The Company has
            other liabilities which it believes are stated at estimated fair
            market value.

      Impairment of long-lived assets:

            The Company evaluates its long-lived assets for financial impairment
            as events or changes in circumstances indicate the carrying value of
            a long-lived asset may not be fully recoverable. The Company
            evaluates the recoverability of long-lived assets by measuring the
            carrying amount of the assets against their estimated undiscounted
            future cash flows (undiscounted and without interest charges). If
            such evaluations indicate that the future undiscounted cash flows of
            certain long-lived assets are not sufficient to recover the carrying
            value of such assets, the assets are adjusted to their fair values.

      Concentrations:

            At December 31, 2004, the Company had deposits in a financial
            institution in excess of amounts insured by the Federal Deposit
            Insurance Corporation.


                                       F-7
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1.    Summary of significant accounting policies - continued:

      Stock-Based Compensation:

            SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"),
            encourages the use of a fair-value method of accounting for
            stock-based awards under which the fair value of stock options is
            determined on the date of grant and expensed over the vesting. As
            allowed by SFAS 123, we have elected to account for our stock-based
            compensation plans under an intrinsic value method that requires
            compensation expense to be recorded only if, on the grant date, the
            current market price of our common stock exceeds the exercise price
            the employee must pay for the stock. Our policy is to grant stock
            options at the fair market value of our underlying stock at the date
            of grant.

            The Company has adopted the disclosure-only provisions of SFAS 123.
            Accordingly, no compensation cost has been recognized for the stock
            option plans.

      Goodwill and Intangible Assets:

            Effective January 1, 2002, the Company adopted Statement of
            Financial Accounting Standards No. 142, "Goodwill and Other
            Intangible Assets" ("SFAS No. 142"). In accordance with SFAS No.
            142, goodwill is no longer amortized but is tested at least annually
            for impairment. The amortization provisions of SFAS No. 142 apply to
            goodwill and intangible assets acquired after June 30, 2001. With
            respect to goodwill and intangible assets acquired prior to July 1,
            2001, the Company began applying the new accounting rules effective
            January 1, 2002.

            In connection with the transitional impairment evaluation, SFAS No.
            142 required the Company to perform an initial assessment of whether
            there is an indication that goodwill was impaired as of January 1,
            2002. The Company compared the fair value to the carrying value with
            the fair values being derived using discounted cash flow analyses.
            The assumptions used in these discounted cash flow analyses are
            consistent with our internal planning. The impairment test performed
            indicated that impairment did not exist related to the Company's
            goodwill at December 31, 2002. The Company updated its assessment of
            the valuation of goodwill during 2004 and no impairment was
            determined to exist at December 31, 2004. Future impairment tests
            will be performed on the Company's goodwill and the Company's
            earnings may be subject to volatility if goodwill impairments occur
            in the future.


                                       F-8
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1.    Summary of significant accounting policies - continued:

      Recent accounting pronouncements:

            In December 2004, the Financial Accounting Standards Board ("FASB")
            published FASB Statement No. 123 (revised 2004), "Share-Based
            Payment" ("FAS 123(R)" or the "Statement"). FAS 123(R) requires that
            the compensation cost relating to share-based payment transactions,
            including grants of employee stock options, be recognized in
            financial statements. That cost will be measured based on the fair
            value of the equity or liability instruments issued. FAS 123(R)
            covers a wide range of share-based compensation arrangements
            including stock options, restricted share plans, performance-based
            awards, share appreciation rights, and employee share purchase
            plans. FAS 123(R) is a replacement of FASB Statement No. 123,
            Accounting for Stock-Based Compensation, and supersedes APB Opinion
            No. 25, Accounting for Stock Issued to Employees, and its related
            interpretive guidance (APB 25).

            The effect of the Statement will be to require entities to measure
            the cost of employee services received in exchange for stock options
            based on the grant-date fair value of the award, and to recognize
            the cost over the period the employee is required to provide
            services for the award. FAS 123(R) permits entities to use any
            option-pricing model that meets the fair value objective in the
            Statement.

            The Company will be required to apply FAS 123(R) as of the beginning
            of its first interim period that begins after December 15, 2005,
            which will be the year ending December 31, 2006.

            FAS 123(R) allows two methods for determining the effects of the
            transition: the modified prospective transition method and the
            modified retrospective method of transition. Under the modified
            prospective transition method, an entity would use the fair value
            based accounting method for all employee awards granted, modified,
            or settled after the effective date. As of the effective date,
            compensation cost related to the nonvested portion of awards
            outstanding as of that date would be based on the grant-date fair
            value of those awards as calculated under the original provisions of
            Statement No. 123; that is, an entity would not remeasure the
            grant-date fair value estimate of the unvested portion of awards
            granted prior to the effective date. An entity will have the further
            option to either apply the Statement to only the quarters in the
            period of adoption and subsequent periods, or apply the Statement to
            all quarters in the fiscal year of adoption. Under the modified
            retrospective method of transition, an entity would revise its
            previously issued financial statements to recognize employee
            compensation cost for prior periods presented in accordance with the
            original provisions of Statement No. 123.

            The Company has not yet completed its study of the transition
            methods or made any decisions about how it will adopt FAS 123(R).

            In December 2004, the FASB issued SFAS No. 153, "Exchanges of
            Nonmonetary Assets an amendment of APB Opinion No. 29," which
            eliminates the exception from fair value measurements for
            nonmonetary exchanges of similar productive assets and replaces it
            with an exception for exchanges that do not have commercial
            substance. A nonmonetary exchange has commercial substance if the
            future cash flows of the entity are expected to change significantly
            as a result of the exchange. SFAS No. 153 is effective for
            nonmonetary asset exchanges occurring in fiscal periods beginning
            after June 15, 2005, with earlier adoption permitted. The Company
            does not believe that the adoption of SFAS No. 153 will have a
            material impact on the Company's consolidated financial position or
            results of operations.


                                       F-9
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

2.    Property and equipment:

            Property and equipment is comprised of the following at December
            31,2004:

                                                                 ESTIMATED
                                                  AMOUNT       USEFUL LIVES
                                               -----------     ------------
            Furniture and fixtures             $    59,835        7 years
            Computer equipment                     132,976        5 years
            Telephone equipment                     50,467        5 years
            Other office equipment                  10,383        5 years
            Computer software                      566,276        3 years
                                               -----------
                                                   819,937
            Less: accumulated depreciation        (670,526)
                                               -----------
            Property and equipment, net        $   149,411
                                               ===========

      Depreciation expense for the years ended December 31, 2004 and 2003
amounted to $99,634 and $207,511, respectively.

3.    Intangible assets:

      Intangible assets at December 31, 2004 consists of the following:

                                                                 ESTIMATED
                                                  AMOUNT       USEFUL LIVES
                                               -----------     ------------
            Customer lists                     $   157,520       3-5 years
            Non-competition covenant                 5,313        3 years
                                               -----------
                                                   162,833
            Less: accumulated amortization         (38,550)
                                               -----------
            Intangible assets, net             $   124,283
                                               ===========

      Amortization expense for the years ended December 31, 2004 and 2003
amounted to $15,157 and $1,598, respectively.

4.    Accrued Expenses:

      Accrued expenses at December 31, 2004 consisted of the following:

                  Accrued salaries and benefits                $   41,677
                  Accrued sales tax payable                        60,657
                  Accrued expense related to
                    acquisition of client list                     58,399
                  Other                                             4,678
                                                               ----------
                                                               $  165,411
                                                               ==========


                                      F-10
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.

                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2004

4.    Lines of credit:

            The Company has a $400,000 line of credit with a bank that matures
            May 1, 2005 and can be renewed annually subject to certain
            conditions and covenants. The line bears interest at prime plus 1%
            (6.25% at December 31, 2004). Interest is payable monthly. The line
            of credit is collateralized by substantially all of the assets of
            the Company and is personally guaranteed by the majority stockholder
            and president of the Company. The Company had $0 outstanding on the
            line of credit at December 31, 2004.

            The Company also has a $21,639 business checking line of credit with
            a bank that is due on demand. The credit line bears interest at
            prime plus 6% (11.25% at December 31, 2004), payable monthly, and is
            collateralized by substantially all of the assets of the Company.
            The Company had $3,361 outstanding at December 31, 2004.

5.    Income taxes:

            The Company prepares its income tax returns on the cash basis of
            accounting and its financial statements on the accrual basis of
            accounting which results in temporary tax timing differences.

            The income tax (expense) benefit for the years ended December 31,
            2004 and 2003 consists of the following:

                                             2004             2003
                                          ----------       ----------
                  Current:
                     Federal              $ (188,097)      $       --
                     State                   (38,526)              56

                  Deferred:
                     Federal                   8,063         (173,991)
                     State                     1,680          (29,507)
                                          ----------       ----------
                                          $ (216,880)      $ (203,442)
                                          ==========       ==========

            The components of the current portion of the deferred tax liability
            at December 31, 2004 consist of the following:

                  Cash basis accounting adjustment         $ (125,068)
                                                           ==========

            Also, the Company had a long-term deferred tax liability of $17,187
            at December 31, 2004 relating to the depreciation and amortization
            of its property and equipment and intangible assets, respectively.

            In addition, the Company had a $17,665 deferred tax asset relating
            to a New York net operating loss carryforward that was offset by a
            full valuation allowance at December 31, 2004.


                                      F-11
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

5.    Income taxes - continued:

            The following is a reconciliation of income tax computed at the
            Federal Statutory rate to the provisions for taxes:

                                                       2004           2003
                                                    ----------     ----------
                Income tax computed at
                   federal statutory rate           $ (185,131)    $ (181,360)
                State income tax, net of federal
                   tax benefit                         (20,194)       (19,787)
                Goodwill amortization                   (3,540)            --
                Other                                   (8,015)        (2,295)
                                                    ----------     ----------

                                                    $ (216,880)    $ (203,442)
                                                    ==========     ==========

6.    Commitments:

      Capital lease obligations:

            The Company obtained equipment under four capital leases expiring
            through the year 2007. The assets and liabilities under capital
            leases are recorded at the lower of the present value of the minimum
            lease payments or the fair values of the assets. The assets are
            included in property and equipment and are being depreciated over
            their estimated useful lives.

            Property included under capital leases at December 31, 2004 is as
            follows:

                  Computer equipment                      $    29,457
                  Telephone equipment                          46,852
                                                          -----------
                                                               76,309
                  Less accumulated depreciation               (50,462)
                                                          -----------
                                                          $    25,847
                                                          ===========


                                      F-12
<PAGE>

                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

6.    Commitments - continued:

            Future minimum lease payments under capital leases as of December
            31, 2004 are as follows:

                              PRINCIPAL        INTEREST           TOTAL
                             ----------       ----------       ----------
                  2005           10,896            3,492           14,388
                  2006            9,055            1,889           10,944
                  2007            5,145              349            5,494
                             ----------       ----------       ----------
                             $   25,096       $    5,730       $   30,826
                             ==========       ==========       ==========

            Interest rates on the capitalized leases range from 17.3% to 23.4%,
            respectively, and interest is imputed based on the lessor's implicit
            rate of return. Monthly payments range from $693 to $901 per month.

      Operating lease agreements:

            The Company is obligated under noncancelable operating leases for
            office space and office equipment expiring through September 2007.
            Rent expense for the years ended December 31, 2004 and 2003 was
            $94,243 and $120,015, respectively.

            Future minimum rental payments under the above noncancelable
            operating leases as of December 31, 2004 are as follows:

                  2005                        $   54,926
                  2006                             4,357
                  2007                             3,276
                                              ----------
                                              $   62,559
                                              ==========

      Employment agreements:

            On December 1, 2003, the Company entered into a five-year employment
            agreement with an officer whereby the Company will pay a total
            salary of approximately $300,000 per annum, with an annual
            compensation increase at the rate of five percent (5%). The
            employment agreement also calls for a bonus in the form of cash or
            common stock to be paid at the discretion of the Board of Directors
            based on the Company meeting certain profitability milestones. At
            December 31, 2004, total future minimum commitments under this
            agreement are $1,327,300.

      Legal Proceedings:

            The Company may be a party to various legal actions, proceedings and
            pending claims in the normal course of business. Management does not
            expect the outcome of any such claims to have a material adverse
            effect on the Company's financial position or results of operations.

7.    Subsequent Event:

            During March 2005, the Company paid approximately $61,000 to the New
            York State Department of Taxation and Finance for settlement of
            their sales tax audit. The Company had originally accrued
            approximately $26,000 in a prior year, and as a result of the
            settlement, approximately $35,000 was charged to expense during the
            fourth quarter of 2004.


                                      F-13