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, 2003

                                       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, 2003 were $4,571,984.

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, 2004, as reported on the OTC Bulletin Board was approximately
$1,129,000.

As of March 30, 2004, 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.                       13


   ITEM 8A  Controls and Procedures                                         13

PART III
   ITEM 9   Directors, Executive Officers, Promoters and Control Persons,   14
            Compliance with Section 16 (a) of the Exchange Act.             16
   ITEM 10  Executive Compensation                                          16
   ITEM 11  Security Ownership of Certain Beneficial Owners and Management  17
   ITEM 12  Certain Relationships and Related Transactions                  18
   ITEM 13  Exhibits and Reports on Form 8-K                                18
   ITEM 14  Principal Accountant Fees and Services                          18





<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 2002 and 2003, 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. The
Company also expects 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 the 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
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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 website. 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 databases 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
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     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

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ACCELERATED MARKET PRESENCE

Accufacts intends to continue the acceleration of its market presence throughout
the United States and international markets. New marketing initiatives were
approved by management for implementation in 2002 and 2003 which are expected to
significantly bolster our market presence and market awareness in capturing new
business. 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 website 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. Accufacts currently has two (2) employees involved
in marketing activities.


CLIENTS

Accufacts has approximately 850 clients located throughout the United States.
During the last three (3) years revenues were generated 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
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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

In an effort to reduce overhead costs, Accufacts decided to close its office
located at 6 Greene Street, New York, NY 10013 in July 2003. As such, the lease
agreement with 6 Greene Street Associates, LLC which expired in May 2003 was
only extended for two months through July 2003. A temporary office facility for
the parent company was rented from First Responder, Inc. based on a month to
month verbal rental agreement through the end of 2003. At this time, the company
is not certain whether or not it will seek obtaining additional office space in
New York.

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 32779 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 $5,434 for the period from August 1, 2002 to June 30,
2003, $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 2003
----------------------------------------------------------------------

1st Quarter                        $   .4300             $    .4500

2nd Quarter                            .1900                  .4500

3rd Quarter                            .2000                  .2900

4th Quarter                            .1800                  .4400

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


Fiscal 2002:

1st Quarter                        $   .1500             $   .4500

2nd Quarter                            .1200                 .3200

3rd Quarter                            .1000                 .3400

4th Quarter                            .2000                 .4500

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


*Source: Historical prices from Yahoo! Finance

The Company believes that as of March 30 ,2004, 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 2002 and
2003, we enhanced our client support technology and we are developing new
product areas and technologies to offer clients in 2004.

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 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, 2003 included
revenues of $4,571,984. This is an increase of 12.2% from the results of the
fiscal year ended December 31, 2002. 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. Additionally, 2003 revenues reflect an increase in new
customer accounts offset by the termination of several customer accounts which
were unprofitable to maintain.

Accufacts' cost of services increased 10.0%, from $2,899,076 in 2002 to
$3,189,311 in 2003. Cost of services increased in line with the increase in
overall revenues and the volume of business received in 2003. As mentioned
above, this increase was also directly attributable to the increase in court
fees associated with providing services in the certain states.

General and administrative expenses decreased in 2003 by 16.4%, from $1,008,382
in 2002 to $842,827 in 2003. This decrease was mainly due to efficiencies
realized in the financial reporting and administrative areas of the company.
Management had predicted a 20% decrease in general and administrative expenses
from 2002 but the decrease realized was less than expected due to the legal fees
incurred associated with the proposed Agreement and Plan of Merger with Kroll
Background America, Inc., which was terminated on April 16, 2003.

Accufacts realized an increase in net income from $259,993 in 2002 to $329,970
in 2003. A significant contributor to this increase was the reduction
experienced in general and administrative expenses.

The average days outstanding of receivables was 45 days for the fiscal year
ended December 31, 2003, as compared to 53 days for the fiscal year ended
December 31, 2002, representing a decrease in the average time to collect
accounts receivable. The Company regularly reviews its accounts receivable aging
and has initiated specific policies and procedures to assist in timely
collections. Management is anticipating that the average days outstanding of
receivables will be reduced to less than 40 days in the next fiscal year due to
the collection procedures that have been initiated in 2003.







                                     PAGE 12

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company's financing activities for the year ended December 31, 2003 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 $83,249 for the year ended December 31, 2003. 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, 2003, the Company had total assets $1,733,072, compared with
$1,490,762 at December 31, 2002, representing an increase of $242,310, or 16.3%.
At December 31, 2003, the Company had total liabilities of $413,737, as compared
to $509,473 at December 31, 2002, representing a decrease in liabilities of
$95,736, or 18.8%.

Net cash provided by operations in fiscal year 2003 was $576,928 compared with
$511,042 provided by operations in 2002, representing an increase of $65,886, or
12.9%. The bottom line result of cash from operations, investing and financing
activities was an increase in year end cash from $360,649 in 2002 to $798,067 at
the end of 2003, representing an increase of $437,418, or 121.3%.

The Company has a $400,000 line of credit with a bank that matures May 1, 2004.
As of December 31, 2003, the Company had $0 outstanding on the line. The line
bears interest at prime rate plus one (1) percent and 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 $25,000 business checking/overdraft line of credit with a
bank. As of December 31, 2003, the Company had $403 outstanding against the
line. It bears interest at 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.


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.


                                     PAGE 13


<PAGE>


         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 in 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.


                                    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>
Philip Luizzo          38    Chief Executive Officer,        1998          President and             1999
                             President and Chairman                        Director
                             Of the Board
John C. Svedese        43    Vice President and              1998          Vice President and        1999
                             Director                                      Director

Richard J. Maglio      57    Director                        2001          Director                  1999

Anthony J. Luizzo      62    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.

                                     PAGE 14
<PAGE>


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.

Richard J. Maglio, a Director of Maglio-Accufacts since October 1999, served as
the President of Maglio, Inc., a business engaged in providing employment
background screening services to client companies throughout the United States,
since its inception in 1986 until it was merged into Maglio-Accufacts in October
1999. Previously, Mr. Maglio served as Vice President, Human Resources, for a
major division of General Mills. He has served on numerous HR industry boards
and is a member of the Board of Directors for the Central Chapter of the Society
for Human Resources Management. Mr. Maglio earned an undergraduate degree in
Human Resources Management from the University of Wisconsin-Oshkosh in 1968.

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.







                                     PAGE 15

<PAGE>

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 2003 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 2003, 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.


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, 2003, 2002 and 2001 (collectively, the "Named
Executive Officers"):




                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                               ANNUAL COMPENSATION
                               -------------------

                                                                                   OTHER ANNUAL
                                     FISCAL                                        COMPENSATION
NAME AND PRINCIPAL POSITION           YEAR         SALARY($)         BONUS($)         ($)(1)
---------------------------           ----         ---------         --------         ------
<S>                                   <C>           <C>              <C>             <C>
Philip Luizzo - President,            2003          $189,324         $   0           $2,784
and                                   2002          $182,325         $   0           $    0
Chief Executive Officer               2001          $173,643         $   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.

On October 11, 1999, the Company entered into an employment agreement with
Richard J. Maglio, the former Vice President of Operations and a Director of
Maglio-Accufacts. The term of the employment agreement was for three years,
commencing October 11, 1999 until October 11, 2002, during which Mr. Maglio was
employed as the Vice President of Operations of Maglio-Accufacts. Pursuant to
the terms of the employment agreement, Mr. Maglio receives an annual base salary
of $75,000, increased by a minimum of 4.0% for each subsequent year, and 3.0% of
any profits of the Company in excess of $500,000. Mr. Maglio also received
options to purchase up to 50,000 shares of Common Stock of Accufacts at a
purchase price of $2.50 per share at any time commencing October 11, 2000 until
October 11, 2002. No options were exercised. During the term of the employment
agreement, Mr. Maglio was entitled to be reimbursed for automobile expenses not
exceeding $521 per month and for expenses incurred in connection with his
employment. Mr. Maglio's compensation under the foregoing employment agreement
was $75,000 for the fiscal year ended December 31, 2002 and $110,000 for the
fiscal year ended December 31, 2003.


                                     PAGE 16

<PAGE>


Although, the term of Mr. Maglio's agreement has expired, during 2003 he
continued to be employed by the Company under the same terms and conditions of
his prior employment agreement. Subsequent to year end, Mr. Maglio left the
employment of Maglio-Accufacts but continues to serve as a Director of
Accufacts. Mr. Maglio also provides ongoing marketing support to the
organization as a consultant on a fee for service basis.

Accufacts entered into an employment agreement with Philip Luizzo, the President
and Chief Executive Officer, dated September 1, 1998, as amended. The term of
Mr. Luizzo's employment agreement was for five years and provided for (i) an
annual base salary of $150,000 plus a cost of living adjustment provision, (ii)
10.0% of any profit in excess of $500,000, (iii) reasonable out-of-pocket
expenses and (iv) a monthly car allowance of up to $700. In addition, in the
event Mr. Luizzo was terminated without cause or if there was a
change-of-control (as defined in the employment agreement) of the Company, Mr.
Luizzo was entitled to receive his salary for a period of two years commencing
on the date of termination or change-of-control, as the case may be. Also, if
the Company terminated the employment agreement without cause, the Company would
have been required to purchase Mr. Luizzo's shares in the Company over a period
of 6 months at the lesser of (x) market value (average of bid and asked prices)
or (y) $1.00 per share.

Effective as of December 1, 2003, Accufacts entered into a new employment
agreement with Mr. Luizzo for a term of five (5) years and two (2) months. The
employment agreement provides for compensation at the rate of $300,000 per
annum, with an annual compensation increase 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 exceed $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 under an employment agreement dated
September 1, 1998. The term of Mr. Svedese's agreement was for five (5) years
and provides for (i) an annual base salary of $50,000, plus a cost-of-living
adjustment provision. He is entitled to receive his salary for a period of two
(2) years commencing on the date of termination or change-of-control, as the
case may be. 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 as same pertain to salary.

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, 2004 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.





                                     PAGE 17
<PAGE>

<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                      *
Richard J. Maglio                                       177,471             --                       2.64%
Anthony J. Luizzo                                        10,754             --                         *
John and Catherine Long                                 347,000             --                       5.16%
1810 Oceanview Dr., Tierra Verde, FL 33715


All executive officers and directors
      as a group                                      3,968,979            45,000                   59.71%

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

---------
</TABLE>


     (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, 2004.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES:  The Company expects to pay its principal accountant $29,000
             in audit fees for the audit of the Company's annual financial
             statements and review of financial statements included in its Form
             10-QSB for 2003. The Company paid its principal accountant $25,600
             for similar services in 2002.

TAX FEES:    The Company expects to pay its principal accountant $2,250
             in fees for tax compliance, tax advice and tax planning for
             2003.  The Company paid its principal accountant $2,250 for similar
             services in 2002.





                                     PAGE 18
<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 30, 2004


BY: /S/ PHILIP LUIZZO
-----------------------------
PHILIP LUIZZO
DIRECTOR, 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 30, 2004
---------------------------------------
PHILIP LUIZZO
DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)

/S/ JOHN C. SVEDESE                          DATE: MARCH 30, 2004
---------------------------------------
JOHN C. SVEDESE
VICE PRESIDENT AND DIRECTOR

/S/ RICHARD J. MAGLIO                        DATE: MARCH 30, 2004
---------------------------------------
RICHARD J. MAGLIO
DIRECTOR

/S/ ANTHONY LUIZZO                           DATE: MARCH 30, 2004
---------------------------------------
ANTHONY LUIZZO
SECRETARY AND DIRECTOR




                                     PAGE 19

<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)

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




                                     PAGE 20
<PAGE>


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, 2004 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)

23.1       Consent of Tedder, James, Worden & Associates, P.A.

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.

      (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.


                                     PAGE 21
<PAGE>


      (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 22

<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Stockholders and Board of Directors of
Accufacts Pre-Employment Screening, Inc. and Subsidiary
New York, NY


We have audited the accompanying consolidated balance sheet of Accufacts
Pre-Employment Screening, Inc. and Subsidiary, as of December 31, 2003, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended December 31, 2003 and 2002. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe 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, 2003, and the
results of their operations and their cash flows for the years ended December
31, 2003 and 2002 in conformity with accounting principles generally accepted
in the United States of America.


March 30, 2004

/s/ Tedder, James, Worden & Associates, P.A.
--------------------------------------------
Orlando, Florida









                                       F-1
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003


                                     ASSETS

Current assets:

    Cash                                                     $   798,067
    Accounts receivable, net of allowance for
        doubtful accounts of $9,800                              605,074
    Employee advances                                              1,000
    Prepaid expense                                               16,208
                                                             -----------
            Total current assets                               1,420,349
                                                             -----------

Property and equipment, net                                      144,780
                                                             -----------

Other assets:
    Security deposits                                              5,835
    Loan fees, net                                                   470
    Goodwill                                                     125,543
    Deferred taxes                                                36,095
                                                             -----------
            Total other assets                                   167,943
                                                             -----------

            Total assets                                     $ 1,733,072
                                                             ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Lines of credit                                          $       403
    Current maturities of capital lease obligations               12,168
    Accounts payable                                             154,310
    Accrued expenses                                              54,577
    Income taxes payable                                             916
    Deferred taxes                                               188,093
                                                             -----------

            Total current liabilities                            410,467

Other liabilities:
    Capital lease obligations, less current maturities             3,270
                                                             -----------
            Total liabilities                                    413,737
                                                             -----------

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
    Accumulated deficit                                          (74,837)
                                                             -----------
            Total stockholders' equity                         1,319,335
                                                             -----------

            Total liabilities and stockholders' equity       $ 1,733,072
                                                             ===========



See accompanying notes to consolidated financial statements.




                                       F-2
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



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


Revenue                                          $ 4,571,984    $ 4,075,669
Cost of services                                   3,189,311      2,899,076
                                                 -----------    -----------

Gross profit                                       1,382,673      1,176,593

Operating expenses:
    General and administrative                       842,827      1,008,382
    Loss on disposal of fixed assets                  10,227            --
                                                 -----------    -----------

Operating income                                     529,619        168,211

Other income (expense):
    Other income                                       7,142          2,304
    Proceeds from grants                                 --          83,234
    Amortization expense                              (2,128)        (5,188)
    Interest expense, net                             (1,221)       (13,568)
                                                 -----------    -----------

Income before income taxes                           533,412        234,993

Income tax (expense) benefit                        (203,442)        25,000
                                                 -----------    -----------

Net income                                       $   329,970        259,993
                                                 ===========    ===========

Net income per share, basic and diluted          $       .05    $       .04
                                                 ===========    ===========

Weighted average number of common
    shares outstanding, basic and diluted          6,711,763      6,627,471
                                                 ===========    ===========




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, 2003 AND 2002

<TABLE>
<CAPTION>
                                    COMMON STOCK
                                -------------------    ADDITIONAL   ACCUM-
                                 SHARES                PAID-IN      ULATED
                                 ISSUED   PAR VALUE    CAPITAL      DEFICIT       TOTAL
                               ---------  ---------   -----------  ---------   ----------
<S>                            <C>        <C>         <C>          <C>        <C>
Balance at December 31, 2001   6,627,471   $66,275   $1,319,821   $(664,800)   $  721,296

Net income                          --        --           --       259,993       259,993
                               ---------   -------   ----------   ---------    ----------

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
                               =========   =======   ==========   =========    ==========
</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, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                   2003       2002
                                                                ---------   ----------

<S>                                                            <C>          <C>
Cash flows from operating activities:

    Net income                                                 $ 329,970    $ 259,993
    Adjustments to reconcile net income to
        net cash provided by operating activities:
            Depreciation and amortization                        209,639      202,405
            Provision for deferred income taxes                  203,498      (51,500)
            Loss on disposal of fixed assets                      10,227         --
            Decrease in allowance for doubtful accounts          (16,201)        --
             (Increase) decrease in accounts receivable           (53,736)     140,698
              Increase in employee advances                        (1,000)        --
              Increase in prepaid expense                         (10,472)      (5,735)
              Decrease in security deposits                         2,708         --
              Increase in loan fees                                (1,000)        --
            Decrease in accounts payable
                 and accrued expenses                            (71,120)     (69,396)
            (Decrease) increase in income taxes payable          (25,584)      26,500
            Increase in other current liabilities                   --          8,077
                                                               ---------    ---------
                Total adjustments                                246,958      251,049
                                                               ---------    ---------
                Net cash provided by
                    operating activities                         576,928      511,042
                                                               ---------    ---------

Cash flows from investing activities:
    Purchases of property and equipment                          (56,261)     (40,512)
                                                               ---------    ---------
                Net cash used in investing activities            (56,261)     (40,512)
                                                               ---------    ---------

Cash flows from financing activities:
    Repayments on capital lease obligations                      (13,043)     (12,440)
    Net (repayments) borrowings on lines of credit               (70,206)     (16,790)
    Net (repayments) proceeds of stockholder loans                  --       (121,280)
                                                               ---------    ---------
                Net cash used in financing activities            (83,249)    (150,510)
                                                               ---------    ---------

Net increase in cash                                             437,418      320,020

Cash, beginning of year                                          360,649       40,629
                                                               ---------    ---------

Cash, end of year                                              $ 798,067    $ 360,649
                                                               =========    =========

Supplemental disclosures:
   Interest paid                                               $   1,221    $  13,695
                                                               =========    =========
   Income taxes paid                                           $  25,528    $    --
                                                               =========    =========

   Non-cash financing activities:

      Issuance of common stock in connection with
         the Company's Employee Stock Purchase Plan            $   8,077    $      --
                                                               =========    =========

</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, 2003 AND 2002


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
        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, 2003 and 2002, advertising expense was $4,142 and $3,713,
        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, 2003 AND 2002


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 from 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 and capital lease obligations. 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.



                                       F-7
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


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 2003 and no impairment was determined to exist at
         December 31, 2003. 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, 2003 AND 2002


1. Summary of significant accounting policies - continued:

    Recent accounting pronouncements:

         In January 2003, the Financial Accounting Standards Board ("FASB")
         issued Interpretation No. 46, Consolidation of Variable Interest
         Entities ("Interpretation No. 46"). In general, a variable interest
         entity is a corporation, partnership, trust, or any other legal
         structure used for business purposes that either does not have equity
         investors with voting rights or has equity investors that do not
         provide sufficient financial resources for the entity to support its
         activities. Interpretation No. 46 requires a variable interest entity
         to be consolidated by a company if that company is subject to a
         majority of the risk of loss from the variable interest entity's
         activities or is entitled to receive a majority of the entity's
         residual returns or both. The Company does not expect that
         Interpretation No. 46 will have a material effect on the Company's
         results of operations or financial condition as the Company does not
         currently utilize or have interests in any variable interest entities.

         In May 2003, the FASB issued Statement of Financial Accounting
         Standards No. 150, Accounting for Certain Financial Instruments with
         Characteristics of both Liabilities and Equity ("SFAS No. 150"). SFAS
         No. 150 establishes standards for how an issuer classifies and measures
         certain financial instruments with characteristics of both liabilities
         and equity. SFAS No. 150 is effective for financial instruments entered
         into or modified after May 31, 2003, except for mandatorily redeemable
         financial instruments. Mandatorily redeemable financial instruments are
         subject to the provisions of SFAS No. 150 beginning as of January 1,
         2004. The Company adopted SFAS No. 150 on June 1, 2003. The adoption of
         SFAS No. 150 did not have a material effect on the Company's results of
         operations or financial condition.

         In December 2003, the Securities and Exchange Commission ("SEC") issued
         Staff Accounting Bulletin No. 104 ("SAB No. 104"), Revenue Recognition.
         SAB No. 104 revises or rescinds portions of the interpretive guidance
         included in Topic 13 of the codification of staff accounting bulletins
         in order to make this interpretive guidance consistent with current
         authoritative accounting and auditing guidance and SEC rules and
         regulations. The Company periodically evaluates its revenue recognition
         policies in relation to staff accounting bulletins and other generally
         accepted accounting principles and SEC guidance. The Company believes
         its revenue recognition policies are in compliance with the provisions
         of SAB No. 104.







                                        F-9
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

2. Property and equipment:

        Property and equipment is comprised of the following at December
31,2003:

                                                                 ESTIMATED
                                                  AMOUNT        USEFUL LIVES
                                                  ------        ------------

           Furniture and fixtures           $        53,175        7 years
           Computer equipment                       117,168        5 years
           Telephone equipment                       25,292        5 years
           Other office equipment                    10,383        5 years
           Computer software                        509,655        3 years
                                            ---------------
                                                    715,673
           Less: accumulated depreciation          (570,893)
                                            ---------------
           Property and equipment, net      $       144,780
                                            ===============

        Depreciation expense for the years ended December 31, 2003 and 2002
amounted to $207,511 and $197,218, respectively.

3. Intangible assets:

        Intangible assets at December 31, 2003 consist of the following:

                                                                ESTIMATED
                                                   AMOUNT      USEFUL LIVES
                                                   ------      ------------

            Customer lists                    $        19,000    5 years
            Non-competition covenant                    5,313    3 years
                                              ---------------
                                                       24,313
            Less: accumulated amortization            (24,313)
                                              ---------------

            Intangible assets, net            $          --
                                              ===============


        Amortization expense for the years ended December 31, 2003 and 2002
amounted to $1,598 and $5,188, respectively.

4. Accrued Expenses:

        Accrued expenses at December 31, 2003 consisted of the following:

                     Accrued salaries and benefits         $            24,953
                     Accrued sales tax payable                          26,245
                     Other                                               3,379
                                                           -------------------
                                                           $            54,577
                                                           ===================


                                      F-10
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


5. Lines of credit:

        The Company has a $400,000 line of credit with a bank that matures May
        1, 2004 and can be renewed annually subject to certain conditions and
        covenants. The line bears interest at prime plus 1% (5.0% at December
        31, 2003). 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, 2003.

        The Company also has a $25,000 business checking line of credit with a
        bank that is due on demand. The credit line bears interest at prime plus
        6% (10.00% at December 31, 2003), payable monthly, and is collateralized
        by substantially all of the assets of the Company. The Company had $403
        outstanding at December 31, 2003.

6. 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, 2003
        and 2002 consists of the following:

                                              2003                 2002
                                         ---------------      ---------------
                     Current:
                        Federal          $             -      $             -
                        State                         56              (26,500)

                     Deferred:
                        Federal                 (173,991)              34,200
                        State                    (29,507)              17,300
                                         ---------------      ---------------

                                         $      (203,442)     $        25,000
                                         ===============      ===============

        The components of the net deferred tax asset (liability) at December 31,
        2003 consist of the following:

          Cash basis accounting adjustment                $   (171,062)
          Tax basis depreciation and amortization              (14,375)
          Goodwill amortization                                 (2,655)
          Net operating loss carryforward                       36,094
                                                          ---------------
                                                              (151,998)
          Less: valuation allowance                                 -
                                                          ---------------

          Net deferred tax liability                      $   (151,998)
                                                          ===============

                                      F-11


<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


6. Income taxes - continued:

        The net change in the valuation allowance for the years ended December
        31, 2003 and 2002 was $0 and $138,000, respectively, resulting from
        managements' expectation that it is more likely than not that the
        Company will be able to realize the benefits of net operating loss
        carryforwards in future years.

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


                                                       2003           2002
                                                   ------------  ------------
           Income tax computed at
               federal statutory rate              $   (181,360)  $   (80,000)
           State income tax, net of federal
               tax benefit                              (19,787)       (6,000)
           Change in valuation allowance                      -       112,000
           Permanent differences                              -        (1,000)
           Other                                         (2,295)            -
                                                   ------------  ------------

                                                   $   (203,442) $     25,000
                                                   ============  ============

        At December 31, 2003, based upon tax returns filed and to be filed, the
        Company has net operating loss carryforwards for federal tax purposes of
        approximately $95,015 which will expire in the year 2019.

7. Commitments:

    Capital lease obligations:
        The Company obtained equipment under three capital leases expiring
        through the year 2005. 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, 2003 is as
        follows:

                     Computer equipment                    $            29,457
                     Telephone equipment                                21,677
                                                           -------------------
                                                                        51,134
                     Less accumulated depreciation                     (36,739)
                                                           -------------------

                                                           $            14,395
                                                           ===================


                                      F-12
<PAGE>


                    ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
                                 AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

7. Commitments - continued:

        Future minimum lease payments under capital leases as of December 31,
        2003 are as follows:

                        PRINCIPAL             INTEREST             TOTAL
                     --------------       --------------     --------------

            2004             12,168                1,853             14,021
            2005              3,270                  194              3,464
                     --------------       --------------     --------------

                     $       15,438       $        2,047     $       17,485
                     ==============       ==============     ==============

        Interest rates on the capitalized leases range from 9.0% to 23.4%,
        respectively, and interest is imputed based on the lessor's implicit
        rate of return. Monthly payments range from $499 to $693 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, 2003 and 2002 was $120,015 and
        $122,641, respectively.

        Future minimum rental payments under the above noncancelable operating
        leases as of December 31, 2003 are as follows:

                   2004                 $            91,419
                   2005                              54,926
                   2006                               4,357
                   2007                               3,267
                                        -------------------

                                        $           153,969
                                        ===================
    Employment agreements:
        On December 1, 2003, the Company entered into a five-year and two-month
        employment agreement with an officer whereby the Company will pay a
        total salary of $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 common stock to be paid at the discretion of
        the Board of Directors based on the Company meeting certain
        profitability milestones. At December 31, 2003, total future minimum
        commitments under this agreement are approximately $1,700,000.

    Consulting agreement:
        The Company had a one-year management consulting agreement in place
        calling for the payment of $3,800 per month expiring in July 2002. The
        Company has also granted stock options to purchase 140,000 shares of
        common stock at an exercise price of $.35 per share, and another 140,000
        shares of common stock at $.50 per share. All options granted and vested
        on a quarterly basis over the duration of the agreement, with the
        options expiring in February 2003. In February 2003, the options for
        140,000 shares were exercised under provisions of the agreement allowing
        a cashless exercise of the options. Based on a market price on date of
        exercise of $0.435 per share and a strike price of $0.35 per share,
        27,356 shares were issued.

8. 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.


                                      F-13

<PAGE>