**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-QSB**




x
            Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act
                of1934
                for the quarterly period ended March 31,
                2007.




o
            Transition
                report pursuant to Section 13 or 15(d) of the SecuritiesExchange
                Act of 1934 For the transition period from __________ to
                ___________.




AAMPRO
      GROUP, INC.


(Exact
      name of registrant as specified in its charter)




NEVADA
            
            87-0419231(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                Number)




1120
      Route 22 E, Bridgewater, New Jersey 08807


(Address
      of Principal Executive Offices and Zip Code)




Issuer's
      Telephone Number: (908) 252-0008





Former
      name, former address, and former fiscal year, if changed since last report:
      No
      Changes.





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





Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
      per share





Indicate
      by mark |X| whether the registrant (1) has filed all reports required to be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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
      the past 90 days.





YES
x  NO
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
o
      NO x





Indicate
      by mark (X) if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is not contained herein, and will not 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-QSB or any amendment
      to
      this Form 10-QSB. Number of shares outstanding of each of the registrant's
      classes of common stock as of May 17, 2007: 53,452,860







**Item
      1 - Financial Statements**





**AAMPRO
      Group, Inc. and Subsidiaries**


**Condensed
      Consolidated Balance Sheet**


**March
      31, 2007**


AssetsCurrent
                  AssetsCash
              
              $
              237,663Accounts
                  receivable, net of allowance of $185,236
              
              
              485,737Other
                  current assets
              
              
              46,896Total
                  Current Assets
              
              
              770,296Customer
                  lists, net of accumulated amortization of $566,000
              
              
              21,600Property
                  and equipment, net
              
              
              7,874Total
                  Assets
              
              
              799,770Liabilities
                  and Stockholders’ Equity (Deficit)Current
                  LiabilitiesAccounts
                  payable and accrued expenses
              
              
              523,466Accrued
                  penalties
              
              
              1,454,000Health
                  benefits payable
              
              
              905,436Payroll
                  taxes payable
              
              
              3,301,556Installment
                  notes payable
              
              
              19,821Client
                  deposits
              
              
              86,569Total
                  Current Liabilities
              
              
              6,290,848Stockholders’
                  DeficitPreferred
                  stock Series A, convertible, no par value, 10,000,000 sharesauthorized,
                  0 shares issued and outstanding
              
              
              -Common
                  stock, $.001, 300 million shares authorized, 53,452,860Issued
                  and outstanding
              
              
              53,453Additional
                  paid-in capital
              
              
              2,080,457Accumulated
                  (deficit)
              
              
              (7,624,988
              )Total
                  Stockholders’ Deficit
              
              
              (5,491,078
              )Total
                  Liabilities and Stockholders’ Deficit
              
              $
              799,770




See
      notes
      to the condensed consolidated financial statements.


2


**AAMPRO
      Group, Inc. and Subsidiaries**


**Condensed
      Consolidated Statements of Operations**


Three
                  Months EndedMarch 31,2007
              
              2006RevenuesEmployee
                  leasing revenue
              
              $
              -
              
              $
              234,708Staffing
                  Revenue
              
              
              260,184
              
              
              156,432Payroll
                  Processing Revenue
              
              
              44,570
              
              
              59,240Total
                  Revenue
              
              
              304,754
              
              
              450,380Cost
                  of Revenues
              
              
              158.973
              
              
              294,059Gross
                  Profit
              
              
              145,781
              
              
              156,321Operating
                  ExpensesGeneral
                  and administrative expenses
              
              
              292,516
              
              
              323,893Depreciation
              
              
              1,177
              
              
              2,533Total
                  Operating Expenses
              
              
              293,693
              
              
              326,426Loss
                  From Operations
              
              
              (147,912
              )
              
              (170,105
              )Other
                  Income (Expense)Interest
                  income
              
              
              22
              
              
              49Other
                  income
              
              
              37,420Interest
                  expense
              
              
              (6
              )
              
              (8,157
              )Total
                  Other Income (Expense)
              
              
              37,436
              
              
              (8,108
              )Loss
                  Before Income Taxes
              
              
              (110,476
              )
              
              (178,213
              )Income
                  Taxes
              
              
              -
              
              
              -Net
                  Loss
              
              $
              (110,476
              )
              $
              (178,213
              )Loss
                  Per Share
              
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  Average Number of CommonShares Outstanding
              
              
              53,452,860
              
              
              53,452,860





See
      notes
      to the condensed consolidated financial statements.


3


**AAMPRO
      Group, Inc. and Subsidiaries**


**Condensed
      Consolidated Statements of Cash Flows**


Three
                  Months Ended
                March
                  31,2007
              
              2006Cash
                  Flows From Operating ActivitiesNet
                  Loss
              
              $
              (110,476
              )
              $
              (178,213
              )Adjustments
                  to Reconcile Net Loss to Net Cash Used in OperationsDepreciation
                  and amortization
              
              
              1,177
              
              
              2,640(Increase)
                  Decrease in AssetsAccounts
                  receivable
              
              
              (96,481
              )
              
              86,773Other
                  assets
              
              
              (12,385
              )
              
              34,347Increase
                  (Decrease) in LiabilitiesAccounts
                  payable and accrued expenses
              
              
              129,967
              
              
              27,533Health
                  benefits payable
              
              
              (2,429
              )
              
              (1,948
              )Payroll
                  taxes payable
              
              
              89,409
              
              
              266,433Client
                  deposits
              
              
              35,391
              
              
              (400
              )Net
                  Cash Provided by Operating Activities
              
              
              34,173
              
              
              237,165Cash
                  Flows From Investing ActivitiesPurchase
                  of equipment
              
              
              (926
              )
              
              -Net
                  Cash (Used in) Investing Activities
              
              
              (926
              )
              
              -Cash
                  Flows From Financing ActivitiesRepayments
                  of long-term debt
              
              
              -
              
              
              (5,883
              )Net
                  Cash (Used in) Financing Activities
              
              
              -
              
              
              (5,883
              )Net
                  Increase in Cash
              
              
              33,247
              
              
              231,282Cash
                  at Beginning of Period
              
              
              204,416
              
              
              88,612Cash
                  at End of Period
              
              $
              237,663
              
              $
              319,894SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATIONCash
                  paid during the period for:Interest
                  Expense
              
              $
              7
              
              $
              8,157Income
                  Taxes
              
              $
              -
              
              $
              -





See
      notes
      to the condensed consolidated financial statements.


4


**AAMPRO
      Group, Inc. and Subsidiaries**


**Notes
      to the Condensed Consolidated Financial Statements**


**For
      the Three Month Period Ended March 31, 2007**


**(Unaudited)**




**BASIS
      OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and with the
      instructions to Item 310 of Regulation S-B. Accordingly, they do not include
      all
      of the information and footnotes required by generally accepted accounting
      principles for complete financial statements. In the opinion of management,
      all
      adjustments considered necessary for a fair presentation have been included.
      Operating results for the three months ended March 31, 2007 are not necessarily
      indicative of the results that may be expected for the year ended December
      31,
      2007. The unaudited condensed consolidated financial statements should be read
      in conjunction with the consolidated financial statements and footnotes thereto
      included in the Company's annual report on Form 10-KSB for the year ended
      December 31, 2006.





**LITIGATION**





In
      August
      2003 Alan Sporn and Corporate and Shareholder Solutions, Inc. filed a suit
      against the Company in the Superior Court of New Jersey, Chancery Division,
      Hunterdon County, alleging, among other things, breach of contract and the
      issuance of certain shares of preferred stock which the plaintiffs claim are
      allegedly due to them. In March 2005, there was a settlement reached in this
      action, which was subject to formal approval by the Court and to be
      effective





During
      the quarter ended March 31, 2007, after additional negotiations between the
      parties, the parties reached a revised settlement structure which was approved
      by the Court and is awaiting implementation by the parties. The pending
      settlement will include the release of all claims by all parties, the reverse
      of
      the prior acquisition transaction between the parties, and the spin-off of
      all
      assets and liabilities of the AAMPRO Group, Inc. and its related subsidiaries
      to
      its shareholders as multiple publicly tradable entities. Promptly after the
      filing of this Form 10-QSB, the parties will take all actions necessary to
      effectuate the terms of the settlement. Simultaneously therewith, there will
      be
      a change of control of the Company, and the current business of the Company
      will
      be continued to its subsidiaries.





**GOING
      CONCERN**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America, which contemplates continuation of the Company as
      a
      going concern. The Company has had recurring operating deficits in the past
      few
      years and accumulated large deficits. This raises substantial doubt about the
      Company's ability to continue as a going concern.





Management
      of the Company believes that its current cash and cash equivalents along with
      cash to be generated by existing and new business operations in 2007 and beyond
      will be sufficient to meet its anticipated cash needs for working capital and
      capital expenditures for the next year.




5





**AAMPRO
      Group, Inc. and Subsidiaries**


**Notes
      to the Condensed Consolidated Financial Statements**


**For
      the Three Month Period Ended March 31, 2007**


**(Unaudited)**





**GOING
      CONCERN (Continued)**





If
      cash
      generated from operations is insufficient to satisfy the Company's liquidity,
      requirements, management may seek to restructure the liabilities of the Company
      and/or sell additional equity, debt securities and/or obtain a credit facility.
      The sale of additional equity or convertible debt securities could result in
      additional ownership dilution to our stockholders. The incurrence of
      indebtedness would result in an increase in our fixed obligations and could
      result in borrowing covenants that would restrict our operations. There can
      be
      no assurance that financing will be available in amounts or on terms acceptable
      to us, if at all. If financing is not available when required or is not
      available on acceptable terms, we may be unable to develop or enhance our
      products or services. In addition, we may be unable to take advantage of
      business opportunities or respond to competitive pressures. Any of these events
      could have a material and adverse effect on our business, results of operations
      and financial condition.





In
      view
      of these matters, realization of the assets of the Company is dependent upon
      the
      Company's ability to meet its financial requirements and the success of future
      operations. These condensed consolidated financial statements do not include
      adjustments relating to the recoverability and classification of recorded asset
      amounts and classification of liabilities that might be necessary should the
      Company be unable to continue


6





**Item
      2: Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**




FORWARD
      LOOKING STATEMENTS





This
      Quarterly Report contains forward-looking statements about our business,
      financial condition, and prospects that reflect our assumptions and beliefs
      based on information currently available. We can give no assurance that the
      expectations indicated by such forward-looking statements will be realized.
      If
      any of our assumptions should prove incorrect, or if any of the risks and
      uncertainties underlying such expectations should materialize, our actual
      results may differ materially from those indicated by the forward-looking
      statements.





The
      key
      factors that are not within our control and that may have a direct bearing
      on
      operating results include, but are not limited to, acceptance of our services,
      our ability to expand our customer base, our ability to raise capital in the
      future, the retention of key employees and changes in the regulation of our
      industry. There may be other risks and circumstances that we are unable to
      predict. When used in this Quarterly Report, words such as, "believes,"
      "expects," "intends," "plans," "anticipates," "estimates" and similar
      expressions are intended to identify forward-looking statements, although there
      may be certain forward-looking statements not accompanied by such expressions.
      All forward-looking statements are intended to be covered by the safe harbor
      created by Section 21E of the Securities Exchange Act of 1934.





OVERVIEW





AAMPRO
      Group, Inc. together with its consolidated subsidiaries provides full service
      staffing resources to its clients by providing permanent placement, temporary
      staffing services, payroll administration, and professional services (including
      outsourcing services of worksite employees). The Company has expanded its
      services beyond that of a professional services organization to that of a full
      service staffing firm. The Company's services are designed to improve the
      productivity and profitability of small and medium-sized businesses by relieving
      business owners and key executives of many employer-related administrative
      and
      regulatory burdens and enables them to focus on the core competencies of their
      businesses.





The
      Company is organized in three basic operating segments--Staffing Services,
      Payroll Administration, and Professional Services. Within the Staffing Services
      Segment, the Company provides three primary services--permanent placement,
      temporary staffing, and human resource consulting services. Payroll
      administration services include the processing of the payrolls for clients
      along
      with the administration of benefits, tax filings, and workman's compensation
      programs. The Professional Services segment includes the outsourcing of the
      employment and administration services performed for clients.





The
      Company provides its services on a national basis with a primary focus in the
      New York, New Jersey and Pennsylvania area, and is currently executing a
      long-term expansion strategy target both organic growth and the acquisition
      of
      smaller and like-sized competitors.




7





RESULTS
      OF OPERATIONS





The
      following discussion should be read in conjunction with the unaudited condensed
      consolidated financial statements and related notes included elsewhere herein.
      Historical results and percentage relationships are not necessarily indicative
      of the operating results for any future period.





REVENUES





The
      net
      revenues for the first quarter of 2007 and 2006 included revenues from contract
      worksite employees (professional services) along with staffing and payroll
      administration services.





Total
      revenues for the three months ended March 31, 2007 decreased by to $304,754
      in
      2007 from $450,380 in 2006, as a result of a drop in revenues from our employee
      leasing business which was only partially offset by an increase in our staffing
      revenue. While the Company’s employee leasing revue was $0 for the three months
      ended March 31, 2007, the Company still intends to engages in employee leasing
      when appropriate for the Company’s clients.




COST
      OF
      REVENUES AND GROSS MARGIN





The
      Company's cost of revenue for the three months ended March 31, 2007 decreased
      from $294,059 in 2006 to $158,973 in 2007, as a result increased costs
      associated with our staffing and payroll administration businesses.





Gross
      profit decreased by $10,540 for the three months ended March 31, 2007 going
      from
      $156,321 in 2006 to $145,781 in 2007. The decrease in gross profit is the result
      of decreasing revenues.





OPERATING
      EXPENSES





Operating
      expenses consist of general, selling and administrative costs, stock based
      compensation and depreciation and amortization. Operating expenses for the
      three
      months ended March 31, decreased by $32,734 to $293,692 in 2007 from $326,426
      in
      2006 primarily as a result cost cutting efforts by the Company in
      2007.





NET
      LOSS





The
      net
      loss for the three months ended March 31, 2007 decreased from a loss of $178,213
      in 2006 to $110,476 in 2007. The decrease in net less in the three months ended
      March 31, 2007 was primarily attributed to a decrease in operating expenses
      as
      compared to the comparable period in 2006.




8





LIQUIDITY
      AND CAPITAL RESOURCES





At
      March
      31, 2007, the Company had cash and cash equivalents totaling $237,663. Net
      cash
      provided by operating activities during the three months ended March 31, 2007
      was $34,173 as compared with $237,165 in 2006 or an decrease in net cash
      provided by operating activities of $202,992 primarily attributed to increases
      in payroll tax liabilities and receivable collections, offset by decreases
      in
      accounts payable, health benefit liabilities, deposits and other current assets.





Net
      cash
      used in investing activities through March 31, 2007 was $926 as compared to
      $0
      in 2006, primarily attributed to the purchase of equipment.





Net
      cash
      used by financing activities in 2007 was $0 as compared to $5,883 in 2006
      primarily to repayments on long-term debt.





The
      Company’s capital requirements are dependent on several factors, including
      marketing, acquisitions, and professional fees and consulting expenses. Although
      the Company’s working capital is currently in a shortfall position, we believe
      that our current cash and cash equivalents along with cash to be generated
      by
      existing and new business operations in 2007 and beyond will be sufficient
      to
      meet our anticipated cash needs for working capital and capital expenditures
      for
      the next fiscal year.





If
      cash
      generated from operations is insufficient to satisfy the Company's liquidity
      requirements, management may seek to restructure the liabilities of the Company
      and/or sell additional equity, debt securities and/or obtain a credit facility.
      The sale of additional equity or debt securities could result in additional
      ownership dilution to our stockholders. The incurrence of indebtedness would
      result in an increase in our fixed obligations and could result in borrowing
      covenants that would restrict our operations. There can be no assurance that
      financing will be available in amounts or on terms acceptable to us, if at
      all.
      If financing is not available when required or is not available on acceptable
      terms, we may be unable to develop or enhance our products or services. In
      addition, we may be unable to take advantage of business opportunities or
      respond to competitive pressures. Any of these events could have a material
      and
      adverse effect on our business, results of operations and financial condition.





RISK
      AND
      UNCERTAINTY





AAMPRO's
      business is subject to the effects of general economic conditions and in
      particular competition and government regulation.





Other
      risks and uncertainties for the Company include, but are not limited to:


-
      Adverse
      changes in general economic conditions in any of the areas in which we do
      business.


-
      We
      might not be able to fund its working capital needs from cash flow or we may
      not
      be able to raise capital




9




-
      Increased competition


-
      Litigation





We
      may
      experience material fluctuations in future revenues and operating results on
      a
      quarterly or annual basis resulting from a number of factors, including but
      not
      limited to the risks discussed above.





The
      preceding statements under "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" which are not historical facts are
      forward-looking statements. These forward-looking statements involve risks
      and
      uncertainties that could render them materially different, including, but not
      limited to, the risk that new products and product upgrades may not be available
      on a timely basis, the risk that such products and upgrades may not achieve
      market acceptance, the risk that competitors will develop similar products
      and
      reach the market first, and the risk that we would not be able to fund its
      working capital needs from cash flow.





CRITICAL
      ACCOUNTING POLICIES





Revenue
      Recognition and Returns


Revenue
      is recognized as services are provided. The Company's revenues consist of
      administrative fees paid by its clients under certain agreements, which are
      based upon each worksite employee's gross pay and a markup, computed as a
      percentage of the gross pay. Billing to the Company's clients is based on the
      average annual cost for services spread in equal payments over the clients'
      annual billing cycle. Billings do not reflect actual expenses incurred due
      to
      the front-loading and subsequent phase-out of expenses and taxes. As a direct
      result of this averaging, net income is decreased during the first half of
      the
      year and subsequently increases during the second half of the year. Furthermore,
      gross revenues generally increase in the fourth quarter primarily due to salary
      increases and bonuses that client companies award their employees during this
      period.





Revenues
      for services provided under staffing contracts are recognized as services are
      provided by the temporary, contract or leased employees. Revenue from direct
      placements or "fixed fee contracts" is recognized at the time the candidate
      begins the first full day after the completion of a 30-day contingency period.
      Revenue from permanent placements, which are also considered fixed fee
      contracts, is recognized at the time the candidate begins the first full day
      after the completion of a required amount of temporary hours as stipulated
      in
      the Temp to Perm contract.





Revenues
      for payroll processing services are recognized when the service is performed
      based on a fixed fee-processing period.





**Item
      3: Controls and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer, we conducted an evaluation of our disclosure
      controls and procedures, as such term is defined under Rule 13a-14(c)
      promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), within 90 days of the filing date of this report. In designing and
      evaluating the Company's disclosure controls and procedures, management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving their objectives
      and management necessarily applied its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Based on this evaluation,
      the
      Company's chief executive officer concluded that as of March 31, 2007, the
      Company's disclosure controls and procedures were (1) designed to ensure that
      material information relating to the Company, including its consolidated
      subsidiaries, is made known to the Company's chief executive officer by others
      within those entities, particularly during the period in which this report
      was
      being prepared and (2) effective, in that they provide reasonable assurance
      that
      information required to be disclosed by the Company in the reports that it
      files
      or submits under the Exchange Act is recorded, processed, summarized and
      reported within the time periods specified in the SEC's rules and
      forms.




10





Limitations
      on the Effectiveness of Internal Controls





Management
      does not expect that our disclosure controls and procedures or our internal
      control over financial reporting will necessarily prevent all fraud and material
      errors. An internal control system, no matter how well conceived and operated,
      can provide only reasonable, not absolute, assurance that the objectives of
      the
      control system are met. Further, the design of a control system must reflect
      the
      fact that there are resource constraints, and the benefits of controls must
      be
      considered relative to their costs. Because of the inherent limitations on
      all
      internal control systems, no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within the
      Company have been detected. These inherent limitations include the realities
      that judgments in decision-making can be faulty, and that breakdowns can occur
      because of simple error or mistake. The design of any system of internal control
      is also based in part upon certain assumptions about the likelihood of future
      events, and there can be no assurance that any design will succeed in achieving
      its stated goals under all potential future conditions. Over time, controls
      may
      become inadequate because of changes in circumstances, and/or the degree of
      compliance with the policies and procedures may deteriorate. Because of the
      inherent limitations in a cost effective internal control system, financial
      reporting misstatements due to error or fraud may occur and not be detected
      on a
      timely basis.





There
      have been no significant changes (including corrective actions with regard
      to
      significant deficiencies or material weaknesses) in our internal controls or
      in
      other factors that could significantly affect these controls subsequent to
      the
      date of the evaluation referenced in the above paragraph.





PART
      II





**Item
      1. Legal Proceedings**





In
      August
      2003, Alan Sporn and Corporate and Shareholder Solutions, Inc. filed a suit
      against the Company in the Superior Court of New Jersey, Chancery Division,
      Hunterdon County, alleging, among other things, breach of contract and the
      issuance of certain shares of preferred stock which the plaintiffs claim are
      allegedly due to them. In March 2005, there was a settlement reached in this
      action, which was subject to formal approval by the Court and to be effective.
      In January, 2007, after additional negotiations between the parties, the parties
      reached a revised settlement structure which was approved by the Court and
      is
      awaiting implementation by the parties. The pending settlement will include
      the
      release of all claims by all parties, the reverse of the prior acquisition
      transaction between the parties, and the spin-off of all assets and liabilities
      of the AAMPRO Group, Inc. and its related subsidiaries to its shareholders
      as
      multiple publicly tradable entities. Promptly after the filing of this Form
      10-QSB, the parties will take all actions necessary to effectuate the terms
      of
      the settlement. Simultaneously therewith, there will be a change of control
      of
      the Company, and the current business of the Company will be continued by its
      subsidiaries.




11





**Item
      5: Other Information**





None.





SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




AAMPRO
                GROUP, INC.
              (Registrant)By
            /s/ Stephen
              Farkas
            
            
            Dated:
              May 21,
              2007(Stephen
                Farkas, President, Chief Executive Officer,
              Principal
                Accounting Officer and Director)


12