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 OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE 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. Employer Identification
Incorporation or Organization)                           Number)


                  3592 Route 22 W, Whitehouse, New Jersey 08888
              (Address of Principal Executive Offices and Zip Code)

                    Issuer's Telephone Number: (908) 534-1446



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 0.0001 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 |_|

Number of shares outstanding of each of the registrant's classes of common stock
as of November 15, 2003: Common Stock: 51,999,984.




<PAGE>



                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                                TABLE OF CONTENTS



                                                                        Page


PART I

Item 1.            Financial Statements

Consolidated Balance Sheet                                                  4

Consolidated Statements of Operations                                       5

Consolidated Statements of Cash Flows                                       6

Notes to the Consolidated Financial Statements                              7

Item 2.  Management's Discussion and Analysis of Financial                 12
                Condition and Results of Operations

Item 3.  Legal Proceedings                                                 15

Item 4.  Procedures and Controls                                           15

PART II

Item 5.  Other information                                                 15

Item 6.  Exhibits and Reports on Form 8-K                                  15

Signatures                                                                 16

Certifications                                                             17





<PAGE>



ITEM 1: FINANCIAL STATEMENTS


To the Stockholders and Board of Directors of
AAMPRO Group, Inc. and Subsidiaries



We have  reviewed  the  accompanying  balance  sheet of AAMPRO  Group,  Inc. and
Subsidiaries as of September 30, 2003, and the related  statements of operations
and  statements  of cash  flows  for the  three  and nine  month  periods  ended
September 30, 2003 and 2002. These financial  statements are the  responsibility
of the Company's management.

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

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



Bridgewater, New Jersey
November 17, 2003










<PAGE>





                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003

<TABLE>
<CAPTION>

    Assets
Current Assets
<S>                                                                                                        <C>
    Cash                                                                                                   $            -
    Accounts receivable                                                                                           571,128
    Note receivable                                                                                                 3,241
    Prepaid consulting                                                                                             15,250
                                                                                                           ---------------
         Total Current Assets                                                                                     589,619

Note receivable, net of current portion                                                                           239,329
Customer lists, net of accumulated amortization of $289,018                                                       345,582
Property and equipment                                                                                             63,734
Deposits                                                                                                            3,412
Investment in LLC                                                                                                 147,715
                                                                                                           ---------------
         Total Assets                                                                                           1,389,391
                                                                                                           ---------------
         Liabilities and Stockholders' Equity (Impairment)

Current Liabilities
     Accounts payable                                                                                             106,539
     Accrued expenses                                                                                             452,035
     Health benefits payable                                                                                      926,648
     Payroll taxes payable                                                                                        272,208
     Current maturities of long-term debt                                                                          27,603
     Client deposits                                                                                               84,345
                                                                                                           ---------------
         Total Current Liabilities                                                                              1,869,378
Long-term debt, excluding current maturities                                                                       61,679
                                                                                                           ---------------
         Total Liabilities                                                                                      1,931,057
                                                                                                           ---------------

Stockholders' Equity (Impairment)
     Common stock, $.001, 300,000,000 shares authorized, 49,741,276                                                49,741
         issued and outstanding
     Series A, 10% cumulative convertible preferred stock, $.001 par value                                              3
     Additional paid in capital                                                                                 1,032,175
     Accumulated (deficit)                                                                                    (1,623,585)
                                                                                                           ---------------
                                                                                                                (541,666)
         Total Stockholders' Equity (Impairment)
                                                                                                           ---------------
         Total Liabilities and Stockholders' Equity (Impairment)                                           $    1,389,391
                                                                                                           ---------------
</TABLE>

               See notes to the consolidated financial statement.


                                                                               4

<PAGE>




                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                             Three Months Ended                  Nine Months Ended
                                                                September 30,                      September 30,
                                                       --------------------------------   --------------------------------
                                                            2003             2002              2003             2002
                                                       ---------------- ---------------   ---------------- ---------------
<S>                                                  <C>                <C>              <C>               <C>
Revenue                                              $       4,882,939  $    4,517,595   $     15,408,891  $   12,948,951
                                                       ---------------- ---------------   ---------------- ---------------

Cost of Services
     Payroll                                                 4,226,162       3,789,385         13,033,695      10,864,520
     Payroll taxes                                             257,532         348,811          1,064,156       1,083,804
     Employee benefits                                         157,817         146,547            708,649         484,614
     Workers compensation insurance                             53,237          50,265            119,419         144,825
                                                       ---------------- ---------------   ---------------- ---------------
         Total Cost of Services                              4,694,748       4,335,008         14,925,919      12,577,763
                                                       ---------------- ---------------   ---------------- ---------------

Gross Profit                                                   188,191         182,587            482,972         371,188
                                                       ---------------- ---------------   ---------------- ---------------

Operating Expenses
     General and administrative expenses                       150,629         156,412            650,610         382,426
     Stock based compensation                                  130,730               -            623,919               -
     Depreciation                                                4,000           9,194             10,218          14,912
     Amortization                                               11,606          29,676             34,818          53,430
                                                       ---------------- ---------------   ---------------- ---------------
         Total Operating Expenses                              296,965         195,282          1,319,565         450,768
                                                       ---------------- ---------------   ---------------- ---------------
                                                             (108,774)        (12,695)          (836,593)        (79,580)
Loss From Operations
                                                       ---------------- ---------------   ---------------- ---------------

Other Income (Expense)
     Interest income                                               373             747                648             747
     Interest expense                                         (12,593)         (6,023)           (29,655)        (19,024)
                                                       ---------------- ---------------   ---------------- ---------------
         Total Other (Expense)                                (12,220)         (5,276)           (29,007)        (18,277)
                                                       ---------------- ---------------   ---------------- ---------------
                                                             (120,994)        (17,971)          (865,600)        (97,857)
Loss Before Income Taxes

Income Taxes                                                         -             500                  -             500
                                                       ---------------- ---------------   ---------------- ---------------

Net Loss                                             $       (120,994)  $     (18,471)  $       (865,600)  $     (98,357)
                                                       ---------------- ---------------   ---------------- ---------------

Earning (Loss) Per Share                             $               -  $            -  $          (0.02)  $            -
                                                       ---------------- ---------------   ---------------- ---------------
Weighted Average Number of Common                           47,320,232      30,792,321         42,372,038      30,792,321
     Shares Outstanding (adjusted for split)
</TABLE>


              See notes to the consolidated financial statements.


                                                                               5
<PAGE>





                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Nine Months Ended
                                                                                                     September 30,
                                                                                       ------------------------------------------
                                                                                              2003                   2002
                                                                                       --------------------    ------------------
Cash Flows From Operating Activities
<S>                                                                                  <C>                     <C>
    Net Loss                                                                         $           (865,600)   $          (98,357)
    Adjustments to Reconcile Net Loss to Net Cash
      Provided by Operations
        Depreciation and amortization                                                               45,036                67,757
        Stock and options issued for consulting services                                           626,363                     -
    Decrease (Increase) in Assets
        Accounts receivable                                                                      (113,632)              (23,635)
        Other current assets                                                                      (15,250)                     -
        Deposits                                                                                       113                 (363)
    Increase (Decrease) in Liabilities
        Accounts payable                                                                            52,101             (181,680)
        Accrued expenses                                                                             5,768                 9,685
        Health benefits payable                                                                    178,809               141,461
        Payroll taxes payable                                                                     (84,891)               200,237
        Client deposits                                                                           (25,548)               (3,324)
                                                                                       --------------------    ------------------
           Net Cash Used by Operating Activities                                                 (196,731)               111,781
                                                                                       --------------------    ------------------
        Cash Flows From Investing Activities
        Cash paid for equipment                                                                   (41,459)                     -
                                                                                       --------------------    ------------------
        Cash Flows From Financing Activities
        Repayments for advances from vendor                                                              -              (72,000)
        Proceeds from notes receivable                                                               5,680                     -
        Repayments of long-term debt                                                               (4,204)               (9,875)
        Proceeds from long-term debt                                                                25,000                     -
        Proceeds from issuance of preferred stock and warrants                                      22,500                     -
        Proceeds from exercise of stock options                                                     40,600                     -
                                                                                       --------------------    ------------------
        Net Cash Provided (Used) by Financing Activities                                            89,576              (81,875)
                                                                                       --------------------    ------------------
        Net Decrease in Cash                                                                     (148,614)                29,906
        Cash at Beginning of Period                                                                148,614                11,154
                                                                                       --------------------    ------------------
        Cash at End of Period                                                                            -                41,060
                                                                                       --------------------    ------------------

        SUPPLEMENTAL  DISCLOSURE OF CASH FLOW  INFORMATION  Cash paid during the
           period for:
             Interest                                                                               29,655                19,024
                                                                                       --------------------    ------------------
             Income Taxes                                                                              120                     -
                                                                                       --------------------    ------------------
</TABLE>

              See notes to the consolidated financial statements.


                                                                               6

<PAGE>



                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization

AAMPRO Group,  Inc. and Subsidiaries (the "Company") was organized on October 8,
1995 under the laws of the State of New Jersey. The Company is primarily engaged
in the  business of  providing  employee  leasing,  payroll,  benefits and human
resource  management services to small and middle market businesses in a variety
of industries.

Effective  October 1, 2002, the Company entered into an agreement to acquire all
of the outstanding common stock of Trident Systems, Inc. (Trident).  Pursuant to
the agreement, AAMPRO, Inc. exchanged 100% of their common shares for 10,261,607
newly issued shares of Trident.

For  accounting  purposes,  the  acquisition  has  been  treated  as  a  reverse
acquisition  or  public  shell  merger  of  Trident  by  AAMPRO,  Inc.  and as a
recapitalization of AAMPRO. The historical financial statements prior to October
1, 2002, are those of AAMPRO, Inc.  Subsequent to the exchange,  Trident changed
its name to AAMPRO Group,  Inc. The Company's  operations  are entirely those of
AAMPRO Group, Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of AAMPRO Group, Inc.
and its wholly  owned  subsidiaries,  AAMPRO,  Inc.  and AAMPRO  Pay,  LLC.  All
significant intercompany balances and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions to Item 310 of Regulation S-B.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended March 31, 2003 and 2002 are not necessarily indicative of the
results that may be expected for the years ended December 31, 2003 and 2002. The
unaudited condensed financial  statements should be read in conjunction with the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's annual report on Form 10-KSB for the year ended December 31, 2002.

Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  effect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and liabilities as of 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.

 Allowance for Doubtful Accounts

An allowance  for doubtful  accounts has not been  established,  as all accounts
receivable are considered to be collectible.

Property and Equipment

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful  lives of the  related  assets:  3-5 years  for  computer  equipment  and
software and 7 years for office furniture and equipment. Repairs and maintenance

                                                                               7

<PAGE>

expenditures which do not extend the useful lives of related assets are expensed
as incurred.

Revenue Recognition

Revenue is recognized as services are provided. 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.

Loss Per Share

Loss per share,  in  accordance  with the  provisions  of  Financial  Accounting
Standards  Board No. 128.  "Earnings Per Share," is computed by dividing the net
loss by the weighted  average  number of common  shares  outstanding  during the
period.  The  effect  of the  Company's  Series  A, 10%  cumulative  convertible
preferred  stock,  Class A  warrants,  Class B warrants  and  outstanding  stock
options would be anti-dilutive.

Securities Issued for Services

The Company  accounts  for common  stock issued for services by reference to the
fair  market  value  of the  Company's  stock  on the  date of  stock  issuance.
Compensation  and  consulting  expenses are recorded at the fair market value of
the stock issued.

Advertising Costs

Advertising costs are charged to operations when incurred.  Advertising  expense
was  $13,138  and  $7,909  for the nine  months  ended  June 30,  2003 and 2002,
respectively.

Income Taxes

Income taxes are provided  for the tax effects of  transactions  reported in the
financial  statements and consist of taxes currently due plus deferred taxes, as
applicable. Deferred taxes relate to the differences between financial reporting
and income tax  carrying  amounts of assets and  liabilities.  The  deferred tax
assets and  liabilities  represent the future tax return  consequences  of those
differences,  which  will be either  taxable or  deductible  when the assets and
liabilities  are recovered or settled.  Deferred  taxes also are  recognized for
operating  losses that are available to offset  future  federal and state income
taxes.

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

At times  throughout the year, the Company may maintain certain bank accounts in
excess of FDIC insured limits.

The  Company  provides  credit in the normal  course of  business.  The  Company
performs  ongoing  credit  evaluations of its customers and does not maintain an
allowance  for  doubtful  accounts  because  management  believes  all  accounts
receivable are collectible.

PROPERTY AND EQUIPMENT

Property and  equipment,  at cost,  consists of the  following at September  30,
2003:

                                                                               8

<PAGE>

<TABLE>

<S>                                                                               <C>
        Computer equipment and software                                           $        128,376
        Office furniture                                                                     4,500
                                                                                 ------------------
           Total                                                                           132,876
        Less: accumulated depreciation                                                      69,142
                                                                                 ------------------
           Total                                                                  $         63,734
                                                                                 ------------------
</TABLE>


Depreciation  expense charged to operations  amounted to $10,218 and $14,912 for
the nine months ended September 30, 2003 and 2002, respectively.

CUSTOMER LISTS

On April 1, 2001, the Company acquired a customer list from a vendor in exchange
for the  forgiveness of advances and the assumption of liabilities  which net to
$587,600.  The customer list is being amortized on a straight-line basis over 10
years.

On December 23, 2002, the Company acquired a customer list from a competitor. In
consideration  thereof,  the Company paid $5,000 on December 23, 2002 and agreed
to pay $40,000 over a period of eight months  commencing  February  2003.  As of
June 30, 2003, the amount due under the agreement was $25,000 and is included in
accrued expenses.  The customer list is being amortized on a straight-line basis
over ten years.

Amortization  expense was charged to operations  amounted to $34,818 and $53,430
for the nine months ended September 30, 2003 and 2002, respectively.

EMPLOYEE BENEFIT PLANS

Medical Benefit Plans

The Company offers fully-insured and self-insured medical benefits to employees.
Participating  employer  clients  may  participate  or opt to  offer  their  own
insurance  coverage  to  employees.   The  Company's   self-insured  plan  is  a
self-funded  employee  welfare benefit plan pursuant to the Employee  Retirement
Income Security Act of 1974, as amended.  The plan administration is provided by
a third party  Claims  Supervisor  for claim form  submissions,  correspondence,
benefit  determinations,  claim  processing and  disbursement  preparation.  All
eligible employees may participate in the welfare benefit plan upon satisfaction
of  the  waiting  period,   completion  of  enrollment   documents  and  meeting
eligibility  requirements.  Participating  employees  contribute  to the cost of
their coverage premiums through payroll deductions.  Such payroll deductions are
recorded as revenue when billed to client employers. The plan offers Network and
Non-Network Provider Organization medical services, hospital services, inpatient
and outpatient treatment, prescription drug, vision care and dental benefits.
Accrued Health  Insurance  Plan Claims under the  self-funded  employee  welfare
benefit  plan  amounted to  $884,495,  and  consists of amounts due to providers
based on claims filed and estimates of claims incurred before September 30, 2003
but not reported.

                                                                               9

<PAGE>

LONG-TERM DEBT

Long-term debt is comprised of the following:

<TABLE>

<S>                                                                                                                <C>
        Installment Notes
        Interest at 14.87% due in monthly installments of $864 including interest
        through June 2006 secured by computer software with a net book value of $22,918                            $      23,851

        Interest at 15.3% due in monthly installments of $239 including interest through                                   4,831
        December 2005 secured by equipment with a net book value of $2,513
                                                                                                                          15,254
        Interest at 15.3% due in monthly installments of $599 including interest
        through May 2006 secured by equipment with a net book value of $14,583
                                                                                                                          39,327
        Interest at 10% due in monthly installments of $1,033 including interest through April
        2007
                                                                                                                           6,019
        Interest at 14.2% due in monthly installments of $901 including interest
        through April 2004 secured by equipment with a net book value of $12,782
                                                                                                               ------------------
                Total                                                                                                     89,282
             Less Current Maturities                                                                                      27,603
                                                                                                               ------------------
             Long-Term Debt, Net of Current Maturities                                                              $     61,679
                                                                                                               ------------------

           Total maturities of long-term debt are as follows:

             Period Ended September 30,
                  2004                                                                                              $     27,603
                  2005                                                                                                    26,633
                  2006                                                                                                    24,876
                  2007                                                                                                    10,170
                                                                                                               ------------------
                                                                                                                    $     89,282
                                                                                                               ------------------
</TABLE>

        INCOME TAXES

<TABLE>
<CAPTION>
    The provision for income taxes consists of the following:
                                                                                                             September 30,
                                                                                                 ----------------------------------
                                                                                                       2003               2002
                                                                                                 ---------------    ---------------
<S>                                                                                               <C>                <C>
             Current
                  Federal                                                                         $      -           $      -
                  State                                                                                  -                  -
                                                                                                 ---------------    ---------------
                                                                                                  $      -           $      -
                                                                                                 ---------------    ---------------

<CAPTION>

    The components of the Company's deferred tax asset is as follows:

<S>                                                                                                           <C>
             Federal and State Net Operating Losses                                                           $           210,000
             Less: Valuation Allowances                                                                                  (210,000)
                                                                                                              ---------------------
             Net Deferred Tax Assets                                                                          $                  -
                                                                                                              ---------------------
</TABLE>

The differences between income tax provision in the financial statements and the
tax benefit computed at the U.S. Federal  statutory rate of 34% at September 30,
2003 are as follows:

<TABLE>

<S>                                                                                                            <C>
             Tax Benefit                                                                                        (34%)
             Valuation Allowance                                                                                 34%
                                                                                                         ---------------
             Effective Tax Rate                                                                                  - %
                                                                                                         ---------------
</TABLE>

                                                                              10

<PAGE>


OPERATING LEASE COMMITMENTS

The Company  leases  certain  office space under an operating  lease.  The lease
expires  September 30, 2003 and contains a renewal  option for an additional two
years.

Rent  expense for the period ended  September  30, 2003 and 2002 was $31,498 and
$32,000, respectively.

EQUITY COMPENSATION PLAN

During the year,  the Company  adopted the 2003 Equity  Compensation  Plan ("The
2003 Plan").  Under the 2002 Plan the Company may grant either restricted shares
or options to purchase up to 3 million  shares of common stock in the aggregate.
Under the terms of the 2003  plan,  common  stock or  options  may be granted to
officers,  directors,  employees and independent  consultants of the Company who
are responsible for the management,  growth or  profitability  of the Company as
determined by the 2003 Plan Committee.  The 2003 Plan is in effect for a term of
10 years.

On February 8, 2003,  the Company  issued 50,000 shares under the 2003 Plan to a
consultant.  An amount of $20,000  relating to these shares was recognized based
on the fair market value of the shares on the date of issuance.

On April 10, 2003, the Company issued  5,400,000  options to its CEO,  1,000,000
options to an employee and 2,550,000  options to an advisor as compensation  for
consulting  services.  Each  anniversary,  the Company  shall  grant  additional
options in the same proportion to these individuals for 5 years.

On May 6, 2003,  AAMPRO Group,  Inc.  acquired a 20% stake in a California based
security company Security 20/20,  Inc. (dba  SecurityProUSA).  Consideration for
the equity stake were 300,000  stock options in AAMPRO at $.17 and an additional
300,000 incentive based stock options at $.25 per share.

On June 16,  the  Company  issued  1,838,343  shares of its  common  stock as an
investment in Cross Capital Fund, L.L.C.

On June 25, 2003, the Company issued 1,800,000 shares for a consultant  pursuant
to the Company's 2003 equity compensation plan.

During the period  ended June 30, 2003,  the Company  granted  stock  options to
various consultants under the 2003 equity plan. In addition, the Company granted
stock options in connection with its asset purchase of Amstaff, Inc.

In July 2003, the Company issued  2,924,000  shares to a consultant  pursuant to
the Company's 2003 equity plan.

On September 3, 2003,  the Company issued 750,000 shares of its common stock for
a 10% investment in SK Realty.

On September 4, 2003,  the Company issued  1,250,000  shares of its common stock
for a 10% investment in Jason Hawk Enterprises.

The value of each option granted is estimated on the date of the grant using the
Black - Scholes  option  pricing  model  using the  following  weighted  average
assumptions:

             Weighted average risk free interest rate                 1.4-1.5%
             Expected dividend yield                                        0%
             Expected volatility                                      115-120%
             Expected lives (in years)                                     1-5
             On September

                                                                              11

<PAGE>

The following is a summary of the status of the stock options  during the period
ended September 30, 2003:

<TABLE>
<CAPTION>
                                                                                                                 Weighted
                                                                                                                  Average
                                                                                               Number of         Exercise
                                                                                                Options            Price
                                                                                             ---------------    ------------
<S>                                                                                             <C>           <C>
             Outstanding at December 31, 2002                                                     1,500,000   $        0.01
             Options granted                                                                     10,650,000            0.09
             Options exercised                                                                  (1,755,000)            0.02
             Options forfeited                                                                    (645,000)            0.12
                                                                                             ---------------
             Outstanding at September 30, 2003                                                    9,750,000   $        0.08
                                                                                             ---------------
</TABLE>

The following table summarizes  information  about stock options  outstanding at
September 30, 2003:

<TABLE>
<CAPTION>
     Range of                                           Weighted Average                   Weighted
     Exercise                   Number                      Remaining                      Average
      Prices                 Outstanding                 Contractual Life               Exercise Price
--------------------        ----------------         -----------------------         --------------------
<S>                              <C>                            <C>                          <C>
              $0.17                 300,000                     21.5 months                  $0.17
              $0.07               5,400,000                       58 months                  $0.07
              $0.07               2,550,000                       58 months                  $0.07
              $0.07                 900,000                       58 months                  $0.07
              $0.25                 600,000                        6 months                  $0.25
</TABLE>

All options outstanding at September 30, 2003 are exercisable.

ACQUISITION

On January 14, AAMPRO Group,  Inc.  acquired the assets of Amstaff,  Inc. via an
asset  purchase.  In  conjunction  with this  acquisition,  AAMPRO  formed a new
subsidiary  entitled  AAMPROPAY,  LLC to  enter  into the  computerized  payroll
services  sector.  On January 31, 2003, the parties  modified their agreement so
that Amstaff  executed a five (5) year promissory note in favor of AAMPRO to for
$244,193 for the outstanding accounts receivable due AAMPRO.  Payments of $1,264
constituting  principal and interest will be paid monthly based on a thirty year
amortization  and will  commence  on July 14,  2003.  The note is secured by all
remaining  assets of Amstaff,  as well as, the stock and stock options of AAMPRO
which are held by Amstaffs' sole Officer and Director.


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.

                                                                              12

<PAGE>

Overview

         AAMPRO Group, Inc., together with its consolidated  subsidiaries,  is a
professional  employer  organization  ("PEO")  that  provides  a broad  range of
services comprised primarily of employee leasing and human resources management.
These services include payroll and benefits administration,  health and workers'
compensation  insurance  programs,  state  and  federal  labor  compliance,  tax
filings,  safety program  design and  management  and other related  services to
small and medium-sized businesses nationally with a primary concentration in the
tri-state (New York/New Jersey/Pennsylvania) marketplace.

         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 provides services by entering into a Client Service Agreement, which
establishes a relationship whereby the Company acts as employer of the employees
who work at the  client's  location  ("worksite  employees").  Under the  Client
Service  Agreement,  the Company becomes the employer of the worksite  employees
and assumes responsibility for personnel administration and compliance with most
employment-related governmental regulations. The Company charges a comprehensive
service fee, which is invoiced  concurrently  with the processing of payroll for
the worksite employees of the client. The fee is based upon the gross payroll of
each client and the Company's estimated cost of providing the services.

         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 targeting both organic growth and the
acquisition of smaller and like-sized competitors.


Results of Operations

         The  following  discussion  should  be read  in  conjunction  with  the
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.  Within this  discussion  and
analysis, all dollar amounts (except for per share amounts) have been rounded to
the nearest thousand.

NET REVENUES

         Our overall  revenues  increased to  $15,408,891  during the nine month
period ended  September 30, 2003 as compared to $12,948,951  for the same period
in 2002.  This was an increase of 19%. All of our revenues were from our AAMPRO,
Inc. subsidiary.  This was primarily attributable to the acquisition of a client
list and from new marketing efforts.

COST OF REVENUES AND GROSS MARGIN

         AAMPRO's cost of revenues is composed primarily of:
         o Client and Client Employee Payrolls
         o Benefits Premium and Administration
         o Federal and State Income Tax and Payroll Tax

         Cost of revenues, as a percentage of net revenues decreased to 96.1% in
2003 from 97.5% in 2002  primarily due to  efficiencies  in operations  achieved
through revenue growth.

Operating Expenses

         Operating  expenses are  composed  principally  of marketing  and sales
expenses and general and administrative  expenses which are composed principally
of salaries of  administrative  personnel,  fees for  professional  services and
facilities. Operating expenses increased to $1,319,565 for the nine month period
ended  September  30, 2003 from  $450,768  during the same period in 2002.  This
increase  was mostly due to the  transition  from a private  company to a public
company,   mergers  and   acquisition   related   expenses,   as  well  as,  the
implementation  of the new  marketing  plan for both AAMPRO,  Inc. and the newly
founded AAMPROPAY,  LLC and stock based  compensation  issued to consultants The
2003 figures for G&A include fees associated with the Company transitioning to a
public company with the requisite reporting requirements.  Furthermore, in order
to position the company for growth and  development,  it was necessary to retain
several consultants on behalf of the Company.  By retaining  consultants instead
hiring  additional  staff,  the Company was able to save on usual and  customary
benefits  and  payroll  taxes.  Furthermore,  the  consultants  were paid either
through the issuance of stock and\or stock options which preserved cash flow.

                                                                              13

<PAGE>

Provision for Income Taxes

INCOME TAXES

         The Company switched from Subchapter S status to C corp.  commencing in
the fourth  quarter of 2002.  The  Company  will  receive the benefit of its net
operating  loss for the  fourth  quarter  of 2002 as well as for the nine  month
period ending September 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

         At  September  30,  2003,  we had cash and  cash  equivalents  totaling
$100,264.

         Net cash used by  operating  activities  during the nine  months  ended
September 30, 2003 was $196,731 as compared to net cash  generated by investment
of $111,781 during the same period in 2002.

         Net cash  provided by  financing  activities  in the nine months  ended
September 30, 2003 was $89,576 [e.g.  payments on capital  leases],  as compared
with ($81,875) used in 2002.

         Our capital  requirements are dependent on several  factors,  including
marketing, acquisitions, professional fees and consulting expenses.

         We believe that our current cash and cash  equivalents  along with cash
to be generated by operations in 2003 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  our
liquidity requirements, we may seek to sell additional equity or debt securities
or obtain a credit facility.  The sale of additional  equity or convertible debt
securities  could  result  in  additional  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.

RISKS AND UNCERTAINTY

         Our 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:

          o  Adverse  changes  in  general  economic  conditions  in  any of the
          countries in which we do business,  including the U.S., Europe,  Japan
          and other geographic areas
          o We might not be able to fund its  working  capital  needs  from cash
          flows
          o Increased competition
          o Litigation
          o State Unemployment and Disability taxes payable

         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. In November,
2003 the State of New Jersey granted the Company an extension  until December 1,
2003 to pay the certain  Unemployment and Disability taxes which are in arrears.
In the event that the Company does not pay such taxes  during this  period,  the
State may alter the status of the Company as PEO. The Company is  attempting  to
negotiate a payment plan or settlement with the State of New Jersey.

         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.

                                                                              14

<PAGE>

Critical Accounting Policies

Revenue Recognition and Returns

Revenue is recognized as services are provided. 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.

ITEM 3: LEGAL PROCEEDINGS

In August,  2003,  a law suit for breach of contract was  commenced  against the
Company and Stephen Farkas by a shareholder  alleging breach of contract related
to  the   acquisition  of  AAMPRO,   Inc.  by  the  Company.   The  Company  has
counterclaimed and is vigorously defending this action.

ITEM 4: PROCEDURES AND CONTROLS

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial 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.
Based on  their  evaluation,  our  principal  executive  officer  and  principal
accounting  officer  concluded  that  the  Company's   disclosure  controls  and
procedures are effective.

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 5.  OTHER INFORMATION

         None

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

          (a)   Exhibits.
                ---------

                    31   Certification  of Chief  Executive  Officer  and  Chief
                         Financial Officer, as required by Rule 13a-14(a) of the
                         Securities Exchange Act of 1934

                    32   Certification of Chief Executive  Officer,  as required
                         by Rule  13a-14(b)  of the  Securities  Exchange Act of
                         1934

          (b) Reports on Form 8-K

          None




                                                                              15

<PAGE>



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.

By   /s/ Stephen Farkas
     ------------------------------
    (Stephen Farkas, President, Chief Executive Officer,
     Principal Accounting Officer and Director)



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