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 March 31, 2006


|_|   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
        Incorporation 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 |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_|       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-KSB or any  amendment to
this  Form  10-KSB.  Number of shares  outstanding  of each of the  registrant's
classes of common stock as of May 17, 2006: 53,452,860

                                                                               0
<PAGE>

Item 1 - Financial Statements

                       AAMPRO Group, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                 March 31, 2006

<TABLE>
<CAPTION>
<S>                                                                           <C>
Assets
Current Assets
     Cash                                                                     $   319,894
     Accounts receivable, net of allowance of $186,051                            316,957
     Other current assets                                                          50,694
                                                                              -----------
         Total Current Assets                                                     687,545

Customer lists, net                                                                59,800
Property and equipment, net                                                        16,043
                                                                              -----------
         Total Assets                                                             763,388
                                                                              ===========

Liabilities and Stockholders'  (Deficit)
Current Liabilities
     Accounts payable and accrued expenses                                        362,519
     Health benefits payable                                                      969,783
     Payroll taxes payable                                                      2,678,184
     Installment notes payable                                                     23,822
     Client deposits                                                               85,405
                                                                              -----------
         Total Current Liabilities                                              4,119,713
                                                                              -----------


Stockholders'  (Deficit)
     Preferred stock Series A, convertible, no par value, 10,000,000 shares
authorized, 0 shares issued and outstanding                                            --
     Common stock, $.001, 300 million shares authorized, 53,452,860
         issued and outstanding                                                    53,453
     Additional paid-in capital                                                 2,018,507
     Accumulated (deficit)                                                     (5,428,285)
                                                                              -----------
                                                                               (3,356,325)
         Total Stockholders'  (Deficit)
                                                                              -----------

         Total Liabilities and Stockholders'  (Deficit)                       $   763,388
                                                                              ===========
</TABLE>

See notes to the condensed consolidated financial statements.


                                                                               1
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

                                                      Three Months Ended
                                                           March 31,
                                                -------------------------------
                                                    2006                2005
                                                ------------       ------------
Revenues
Employee leasing revenue                        $    234,708       $    323,089
Staffing Revenue                                     156,432            161,937
Payroll Processing Revenue                            59,240             52,770
                                                ------------       ------------
                                                     450,380            537,796
     Total Revenue

Cost of Revenues                                     294,059            300,290
                                                ------------       ------------

Gross Profit                                         156,321            237,506
                                                ------------       ------------

Operating Expenses
     General and administrative expenses             323,786            300,747
     Depreciation                                      2,640              4,818
     Amortization                                         --              2,600
                                                ------------       ------------
         Total Operating Expenses                    326,426            308,165
                                                ------------       ------------
Loss From Operations                                (170,105)           (70,659)
                                                ------------       ------------

Other Income (Expense)
     Interest income                                      49              2,020
     Interest expense                                 (8,157)            (6,573)
                                                ------------       ------------
         Total Other Income (Expense)                 (8,108)            (6,553)
                                                ------------       ------------
                                                    (178,213)           (77,212)
Loss Before Income Taxes
Income Taxes                                              --                 --
                                                ------------       ------------
Net Loss                                        $   (178,213)      $    (77,212)
                                                ============       ============

Loss Per Share                                  $      (0.00)      $      (0.00)
                                                ============       ============

Weighted Average Number of Common
     Shares Outstanding                           53,452,860         53,102,860

See notes to the condensed consolidated financial statements.


                                                                               2
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                  ---------------------------
                                                                                      2006           2005
                                                                                  -----------     -----------
<S>                                                                               <C>             <C>
Cash Flows From Operating Activities
    Net Loss                                                                      $  (178,213)    $   (77,212)
    Adjustments to Reconcile Net Loss to Net Cash Used in Operations
        Depreciation and amortization                                                   2,640           9,106
    (Increase) Decrease in Assets
        Accounts receivable                                                            86,773        (120,951)
        Other assets                                                                   34,347         (12,939)
    Increase (Decrease) in Liabilities
        Accounts payable and accrued expenses                                          27,533         169,012
        Health benefits payable                                                        (1,948)        (15,432)
        Payroll taxes payable                                                         266,433         136,920
        Client deposits                                                                  (400)          1,800
                                                                                  -----------     -----------
           Net Cash Provided by Operating Activities                                  237,165          90,304
                                                                                  -----------     -----------
Cash Flows From Investing Activities
        Purchase of equipment                                                              --          (1,558)
                                                                                  -----------     -----------
           Net Cash (Used in) Investing Activities                                         --          (1,558)
                                                                                  -----------     -----------
 Cash Flows From Financing Activities
         Repayments of long-term debt                                                  (5,883)         (6,636)
                                                                                  -----------     -----------
           Net Cash (Used in) Financing Activities                                     (5,883)         (6,636)
                                                                                  -----------     -----------
Net Increase in Cash                                                                  231,282          82,110
Cash at Beginning of Period                                                            88,612         126,859
                                                                                  -----------     -----------
Cash at End of Period                                                             $   319,894     $   208,969
                                                                                  -----------     -----------

SUPPLEMENTAL  DISCLOSURE  OF CASH FLOW  INFORMATION  Cash paid during the period
   for:
        Interest Expense                                                          $     8,157     $     6,553
                                                                                  ===========     ===========
        Income Taxes                                                              $        --     $        --
                                                                                  ===========     ===========
</TABLE>

  See notes to the condensed consolidated financial statements.


                                                                               3
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
            Notes to the Condensed Consolidated Financial Statements
                 For the Three Month Period Ended March 31, 2006
                                   (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, 2006 are not  necessarily  indicative  of the results that
      may be  expected  for the year ended  December  31,  2006.  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, 2005.

LITIGATION

      In August 2003,  Corporate and Shareholder  Solutions,  Inc. (CSS) and its
      major shareholder filed a suit against the Company,  Professional Employer
      Services,  Inc.  d/b/a  AAMPRO,  Inc. and an officer of the Company in the
      Superior  Court  of  New  Jersey,  Chancery  Division,   Hunterdon  County
      alleging,  three causes of action each related to the reverse  acquisition
      transaction between the Company and AAMPRO,  Inc., inter alia, (a) seeking
      a rescission of the majority  shareholder of CSS as a director and officer
      of the Company, rescinding the appointment of an officer of the Company as
      President  and Chief  Executive  Officer,  ordering  return of the  shares
      issued to the Company, and reestablishing the majority shareholder of CSS,
      as President CEO and Director of the Company,  (b) seeking  damages in the
      amount of $85,000, and (c) seeking punitive damages. Management denied all
      allegations, and filed counterclaims in an amount in excess of $5,000,000.

      In March 2005,  there was a settlement  reached in this  action,  which is
      subject to formal  approval by the Court and will not be  effective  until
      such approval is received. 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
      shareholder into multiple publicly traded entities. The Court approved the
      settlement in August 2005, and the Company is proceeding  forward with the
      legal filings needed to implement the settlement.

      In January 2006,  subsequent to the execution of the settlement  agreement
      and Court  approval,  the U. S.  Department  of Justice  seized the AAMPRO
      shares held by the majority shareholder and officer of the Company (AAMPRO
      Shareholder)  along  with  other  personal  assets  in  connection  with a
      judgment  dating back to July 2003. The 2003 judgment  involved a personal
      tax lien related to a prior  employer  (not AAMPRO) of the current  AAMPRO
      Shareholder  dating  back to  December  1992.  In  April  2006,  the U. S.
      Department of Justice directly notified certain AAMPRO  shareholders about
      the  judgment  and  seizure  of the  AAMPRO  shares  held  by  the  AAMPRO
      Shareholder,   and  solicited  the  Company's   shareholders  to  generate
      potential  interest in  purchasing  the seized AAMPRO shares to settle the
      judgment.  The  AAMPRO  Shareholder  is in the  process of  negotiating  a
      settlement  of the  judgment  with the U. S.  Department  of Justice.  The
      current  seizure of the AAMPRO shares held by the AAMPRO  Shareholder as a
      means to settle the  outstanding  judgment may make it  difficult  for the
      Company to fulfill the terms of the above mentioned settlement  agreement,
      and may require a restructuring of the terms of the settlement.


                                                                               4
<PAGE>

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 2006 and beyond,  will be sufficient to meet its anticipated
      cash needs for working capital and capital expenditures for the next 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  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 in existence.


                                                                               5
<PAGE>

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
expectation s 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 expanded its
services beyond that of a professional  services  organization to that of a full
service staffing firm in the fourth quarter of 2004. 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.


                                                                               6
<PAGE>

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.

NET REVENUES

Overall consolidated net revenues for the three months ended March 31, decreased
$87,416  from  $537,796 in 2005 to $450,380 in 2006.  The net  revenues  for the
first  quarter  of 2005  and  2006  included  revenues  from  contract  worksite
employees  along with  staffing  and payroll  administration  services.  The net
decreases were primarily attributable to ceasing to provide services for certain
customers,   partially   offset  by  new  revenues  from  staffing  and  payroll
administration  services  in 2006.  Gross  revenues  for the  contract  worksite
employee  for the three months ended March 31,  declined by  approximately  from
$2,900,000  in 2005 to  $2,500,000  in 2006 on costs of  $2,600,000  in 2005 and
$2,300,000  in 2006 for the first  quarters.  Revenues  for  staffing  decreased
approximately  $5,505 from $161,937 for the first quarter of 2005 to $156,432 in
2006, while revenues from payroll  administration  services  increased by $6,470
for the first  quarter  from  $52,770 in 2005 to $59,240 in 2006 due to revenues
generated for year end  reporting  requirements  that were  performed and billed
during the quarter.

COST OF REVENUES AND GROSS PROFIT

The  Company's  cost of revenues is composed  primarily  of:  contract  worksite
employee costs, staffing and payroll  administration costs, benefits, and taxes.
Cost of revenues decreased by $6,231, from $300,290 in 2005 to $ 294,059 in 2006
as a result  of the  corresponding  reductions  in  revenues  attributed  to the
cessation  of providing  services to certain  clients,  offset by the  increased
costs for the leasing, staffing and payroll administration services.

The Company has  strategically  evaluated the overall 2006  operations,  and the
profitability  of providing  services to its  clients,  and has decided to cease
doing  business with several  unprofitable  clients in order to  streamline  its
client base, and better focus its overall operations.  Gross profit decreased by
$81,185 from $237,506 in 2005 to $156,321in  2006 as a result of the elimination
of certain clients in 2006. The Company  continues to expand its operations with
a focus on providing quality services with higher profitability.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, increased $18,261,  from
$308,165 in 2005 to $326,426 in 2006 due to increased costs  associated with the
payroll and  professional  fees,  partially  offset by the  continuation  of the
Company's cost containment program.

NET LOSS

The net loss for the three months ended March 31, increased by $101,001,  from a
loss of $77,212 in 2005 to $178,213 in 2006.


                                                                               7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2006, the Company had cash and cash equivalents  totaling  $319,894
compared to $208,969  at March 31,  2005 or an  increase of  $110,925.  Net cash
provided by  operating  activities  during the three months ended March 31, 2006
was $237,165 as compared  with $90,304 used by operating  activities in 2005, or
an  increase  in  net  cash  by  $146,861  resulting  from  decreases  in  trade
receivables,  other assets, offset by increases in payables and tax liabilities.
The Company's capital  requirements are dependent on several factors,  including
marketing, acquisitions, and professional fees and consulting expenses.

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 2006
and beyond will be  sufficient  to meet its  anticipated  cash needs for working
capital and capital expenditures for the next 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 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.


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

- 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.


                                                                               8
<PAGE>

CRITICAL ACCOUNTING POLICIES

Revenue Recognition and Returns

As it pertains to the employee leasing division, the Company records net revenue
in  accordance  with  Emerging  Issues  Task Force Issue No.  99-19,  "Reporting
Revenues  Gross as a  Principal  Versus Net as an Agent".  The  Company  records
revenue  as  services  are   provided.   The  Company's   revenues   consist  of
administrative fees paid by its clients under Shared Employer Agreements,  which
are based upon each worksite  employee's  gross pay and a markup,  computed as a
percentage  of  the  gross  pay.  The  Company  includes  the  component  of its
comprehensive service fees related to the gross pay of its worksite employees as
revenue.  In consideration  for payment of such service fees, the Company agrees
to pay the following  direct costs associated with the worksite  employees:  (i)
salaries  and  wages;   (ii)   employment-related   taxes;  and  (iii)  workers'
compensation  insurance premiums.  The Company accounts for fees and the related
direct costs using the accrual method. Under the accrual method, fees related to
worksite  employees  with earned but unpaid  wages at the end of each period are
recognized as unbilled  revenues and the related direct costs for such wages are
accrued  as a  liability  during  the  period in which  wages are  earned by the
worksite  employee.  Subsequent to the end of each period,  the related fees are
billed.

Revenue 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.

Revenue for  payroll  processing  services  are  recognized  when the service is
performed based on a fixed amount 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, 2006,  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.


                                                                               9
<PAGE>

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,  Corporate and Shareholder  Solutions,  Inc. (CSS) and its major
shareholder filed a suit against the Company,  Professional  Employer  Services,
Inc.  d/b/a AAMPRO,  Inc. and an officer of the Company in the Superior Court of
New Jersey,  Chancery  Division,  Hunterdon  Country  alleging,  three causes of
action each related to the reverse  acquisition  transaction between the Company
and  AAMPRO,  Inc.,  inter  alia,  (a)  seeking  a  rescission  of the  majority
shareholder  of CSS as a director  and officer of the  Company,  rescinding  the
appointment  of an  officer  of the  Company as  President  and Chief  Executive
Officer, ordering return of the shares issued to the Company, and reestablishing
the majority  shareholder  of CSS, as President CEO and director of the Company,
(b) seeking damages in the amount of $85,000,  and (c) seeking punitive damages.
Management  denied  all  allegations,  and filed  counterclaims  in an amount in
excess of  $5,000,000.

In March 2005, there was a settlement  reached in this action,  which is subject
to formal approval by the Court and will not be effective until such approval is
received.  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 shareholder into multiple publicly traded entities.
The Court  approved the settlement in August 2005, and the Company is proceeding
forward with the legal filings needed to implement the settlement.


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<PAGE>

In January 2006,  subsequent to the  execution of the  settlement  agreement and
Court approval,  the U.S. Department of Justice seized the AAMPRO shares held by
the majority  shareholder and officer of the Company (AAMPRO  Shareholder) along
with other  personal  assets in connection  with a judgment  dating back to July
2003. The 2003 judgment involved a personal tax lien related to a prior employer
(not AAMPRO) of the current AAMPRO  Shareholder dating back to December 1992. In
April 2006,  the U.S.  Department of Justice  directly  notified  certain AAMPRO
shareholders  about the  judgment  and seizure of the AAMPRO  shares held by the
AAMPRO  Shareholder,  and  solicited  the  Company's  shareholders  to  generate
potential  interest  in  purchasing  the  seized  AAMPRO  shares to  settle  the
judgment.  The AAMPRO  Shareholder is in the process of negotiating a settlement
of the judgment with the U.S. Department of Justice.  The current seizure of the
AAMPRO  shares  held  by  the  AAMPRO  Shareholder  as a  means  to  settle  the
outstanding  judgment may make it difficult for the Company to fulfill the terms
of the above mentioned settlement agreement,  and may require a restructuring of
the terms of the settlement.

Item 5:  Other Information

None.


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<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.

AAMPRO GROUP, INC.
(Registrant)

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


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