<PAGE>

                                  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 June 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 Number
  Incorporation or Organization)


                  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 August 28, 2003: Common Stock: 49,999,889

<PAGE>



                       AAMPRO Group, Inc. and Subsidiaries
                                Table of Contents


                                                                   Page
PART I

Item 1. Financial Statements

Consolidated Balance Sheet                                           3

Consolidated Statements of Operations                                4

Consolidated Statements of Cash Flows                                5

Notes to the Consolidated Financial Statements                       6

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                        6

Item 3.  Legal Proceedings                                          14

Item 4.  Procedures and Controls                                    14

PART II

Item 5.  Other information                                          14

Item 6.  Exhibits and Reports on Form 8-K                           14

Signatures                                                          15

Certifications                                                      16


<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 June 30, 2003, and the related  statements of operations and
statements of cash flows for the six month periods ended June 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.

/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
August 14, 2003



<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                  June 30, 2003


<TABLE>
<CAPTION>
Assets
Current Assets
<S>                                                                          <C>
     Cash                                                                    $   100,264
     Accounts receivable                                                         551,508
     Note receivable                                                               3,241
     Prepaid consulting                                                           13,770
     Other current assets                                                          8,396
                                                                             -----------
         Total Current Assets                                                    677,179

Note receivable, net of current portion                                          240,953
Customer lists, net of accumulated amortization of $275,412                      359,188
Property and equipment                                                            41,013
Deposits                                                                           3,450
Investment in LLC                                                                 75,215
                                                                             -----------
         Total Assets                                                          1,396,998
                                                                             -----------
         Liabilities and Stockholders' Equity (Impairment)

Current Liabilities
     Accounts payable                                                             94,061
     Accrued expenses                                                            417,381
     Health benefits payable                                                     901,381
     Payroll taxes payable                                                       439,394
     Current maturities of long-term debt                                         23,475
     Client deposits                                                              87,059
                                                                             -----------
         Total Current Liabilities                                             1,962,751
Long-term debt, excluding current maturities                                      45,133
                                                                             -----------
         Total Liabilities                                                     2,007,884
                                                                             -----------
Stockholders' Equity (Impairment)
     Common stock, $.001, 50,000,000 shares authorized, 44,817,216
         issued and outstanding                                                   44,817
     Series A, 10% cumulative convertible preferred stock, $.001 par value             3
     Additional paid in capital                                                  846,885
     Accumulated (deficit)                                                    (1,502,591)
                                                                             -----------
         Total Stockholders' Equity (Impairment)                                (610,886)
                                                                             -----------
         Total Liabilities and Stockholders' Equity (Impairment)             $ 1,396,998
                                                                             ===========
</TABLE>


              See notes to the consolidated financial statements.


<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                    Three Months Ended              Six Months Ended
                                                          June 30,                       June 30,
                                               ----------------------------    ----------------------------
                                                   2003            2002            2003            2002
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
Revenue                                        $  5,426,697    $  4,412,504    $ 10,525,952    $  8,431,356
                                               ------------    ------------    ------------    ------------
Cost of Services
     Payroll                                      4,583,726       3,742,959       8,807,533       7,075,135
     Payroll taxes                                  314,170         377,410         806,624         734,993
     Employee benefits                              319,086         156,186         550,832         338,067
     Workers compensation insurance                  43,304          48,106          66,182          94,560
                                               ------------    ------------    ------------    ------------
         Total Cost of Services                   5,260,286       4,324,661      10,231,171       8,242,755
                                               ------------    ------------    ------------    ------------

Gross Profit                                        166,411          87,843         294,781         188,601
                                               ------------    ------------    ------------    ------------

Operating Expenses
     General and administrative expenses            249,412          77,854         499,981         226,014
     Stock based compensation                       394,150              --         493,189              --
     Depreciation                                     1,757           2,859           6,218           5,718
     Amortization                                    11,606          11,877          23,212          23,754
                                               ------------    ------------    ------------    ------------
         Total Operating Expenses                   656,925          92,590       1,022,600         255,486
                                               ------------    ------------    ------------    ------------
                                                   (490,514)         (4,747)       (727,819)        (66,885)
Loss From Operations
                                               ------------    ------------    ------------    ------------

Other Income (Expense)
     Interest income                                     --              --             275              --
     Interest expense                               (14,268)         (6,529)        (17,062)        (13,001)
                                               ------------    ------------    ------------    ------------
         Total Other (Expense)                      (14,268)         (6,529)        (16,787)        (13,001)
                                               ------------    ------------    ------------    ------------
Loss Before Income Taxes                           (504,782)        (11,276)       (744,606)        (79,886)
                                               ------------    ------------    ------------    ------------
Income Taxes
                                               ------------    ------------    ------------    ------------
Net Loss                                       $   (504,782)   $    (11,276)   $   (744,606)   $    (79,886)
                                               ------------    ------------    ------------    ------------
Earning (Loss) Per Share                       $      (0.01)   $         --    $      (0.02)   $      (0.01)
                                               ------------    ------------    ------------    ------------
Weighted Average Number of Common
     Shares Outstanding (adjusted for split)     39,897,321      30,792,321      39,869,460      30,792,321
</TABLE>

               See notes to the consolidated financial statements.


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                         ----------------------------
                                                                                           2003               2002
                                                                                         ---------          ---------
Cash Flows From Operating Activities
<S>                                                                                      <C>                <C>
    Net Loss                                                                             $(744,606)         $ (79,886)
    Adjustments to Reconcile Net Loss to Net Cash
      Provided by Operations
        Depreciation and amortization                                                       29,430             29,472
        Stock and options issued for consulting services                                   493,189                 --
    Decrease (Increase) in Assets
        Accounts receivable                                                                (88,816)           (34,752)
        Other current assets                                                                (8,396)              (105)
        Deposits                                                                                75               (400)
    Increase (Decrease) in Liabilities
        Accounts payable                                                                    39,623           (197,059)
        Accrued expenses                                                                   (30,886)            36,078
        Health benefits payable                                                            153,542            113,989
        Payroll taxes payable                                                               82,295            145,114
        Client deposits                                                                    (22,834)            (1,974)
                                                                                         ---------          ---------
           Net Cash Used by Operating Activities                                           (97,384)            10,477
                                                                                         ---------          ---------
        Cash Flows From Investing Activities
        Cash paid for equipment                                                            (17,438)                --
                                                                                         ---------          ---------
        Cash Flows From Financing Activities
        Repayments for notes receivable                                                      3,250                 --
        Repayments of long-term debt                                                           122             (6,477)
        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                                    66,472             (6,477)
                                                                                         ---------          ---------
        Net Decrease in Cash                                                               (48,350)             4,000
        Cash at Beginning of Year                                                          148,614             11,154
                                                                                         ---------          ---------
        Cash at End of Year                                                                100,264             15,154
                                                                                         =========          =========

        SUPPLEMENTAL  DISCLOSURE OF CASH FLOW  INFORMATION  Cash paid during the
           period for:
             Interest                                                                       17,062             13,001
                                                                                         =========          =========
             Income Taxes                                                                       --                 --
                                                                                         =========          =========
</TABLE>

               See notes to the consolidated financial statements.


<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 law 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 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


<PAGE>

         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 three 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 June 30, 2003:

        Computer equipment and software                          101,655
        Office furniture                                           4,500
                                                             ------------
           Total                                                 106,155
        Less: accumulated depreciation                            65,142
                                                             ------------
           Total                                                  41,013
                                                             ============

         Depreciation  expense  charged  to  operations  amounted  to $6,218 and
         $5,718 for the six months ended June 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 $23,212 and
         $23,754 for the six months ended June 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.


<PAGE>

       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 $777,667, and consists of amounts due to
       providers  based on claims filed and estimates of claims  incurred before
       June 30, 2003 but not reported.

LONG-TERM DEBT

<TABLE>
        Long-term debt is comprised of the following:
<S>                                                                                                                 <C>
        Installment Notes
        Interest at 15.3% due in monthly installments of $239 including interest through
        December 2005 secured by equipment with a net book value of $2,513                                            $       5,369

        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                                               16,436

        Interest at 10% due in monthly installments of $1,033 including interest through April 2007                          40,026

        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                                              6,777
                                                                                                                      --------------
                Total                                                                                                        68,608
             Less Current Maturities                                                                                         23,475
                                                                                                                      --------------
             Long-Term Debt, Net of Current Maturities                                                                $      45,133
                                                                                                                      ==============

           Total maturities of long-term debt are as follows:

             Period Ended March 31,
                  2004                                                                                                $      23,475
                  2005                                                                                                       18,165
                  2006                                                                                                       16,798
                  2007                                                                                                       10,170
                                                                                                                      --------------
                                                                                                                      $      68,608
                                                                                                                      ==============
INCOME TAXES

    The provision for income taxes consists of the following:
                                                                                                                 March 31,
                                                                                                 ----------------------------------
                                                                                                       2003                2002
                                                                                                 ---------------    ---------------
             Current
                  Federal                                                                                -                  -
                  State                                                                                  -                  -
                                                                                                 ---------------    ---------------
                                                                                                         -                  -
                                                                                                 ===============    ===============
</TABLE>


<PAGE>

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

<S>                                                                                      <C>
             Federal and State Net Operating Losses                                      166,000
             Less: Valuation Allowances                                                 (166,000)
                                                                                       ---------
             Net Deferred Tax Assets                                                          --
                                                                                       ---------
    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 March
    31, 2003 are as follows:

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

OPERATING LEASE COMMITMENTS

    The Company leases certain office space under an operating  lease. The lease
    expires  September 31, 2003 and contains a renewal  option for an additional
    two years.

    Rent  expense  for the period  ended June 30,  2003 and 2002 was $25,098 and
    $19,200, 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 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 plan. In addition,  the Company  granted
   stock options in connection with its asset purchase of Amstaff, Inc.

   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


<PAGE>

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

                                                                    Weighted
                                                                    Average
                                                 Number of         Exercise
                                                  Options            Price
                                              ---------------    ------------
     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 June 30, 2003                  9,750,000            0.08
                                              ===============


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

<TABLE>
<CAPTION>
                                                                Weighted
                                                                Average
                                                               Remaining
 Range of Exercise              Number                        Contractual            Weighted Average
      Prices                  Outstanding                         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 June 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.

         SUBSEQUENT EVENT

         Effective August 8, 2003, the Company  announced a 3 for 1 split of the
         company's capital stock. All stock and option shares have been adjusted
         for this split.


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.



<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  $10,525,952  during the six month
period  ended June 30,  2003 as compared  to  $8,431,356  for the same period in
2002..  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 remained the same at
97.5% in 2003 from 97.5% in 2002 primarily due to increase in insurance premiums
and in particular health insurance increases.



<PAGE>

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 $1,022,600 for the six month period
ended June 30, 2003 from $255,486  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.


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 six  month
period ending June 30, 2003..

LIQUIDITY AND CAPITAL RESOURCES

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

         Net cash used by operating  activities during the six months ended June
30, 2003 was 97,384 as compared to net cash  generated by  investment  of 10,477
during the same period in 2002.

         Net cash provided by financing  activities in the six months ended June
30, 2003 was 66,472 [e.g.  payments on capital leases],  as compared with $6,477
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.



<PAGE>

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


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

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

Critical Accounting Policies

Revenue Recognition and Returns

Revenue is recognized as services are provided. 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 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



<PAGE>

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

          (a)   Exhibits.

                Exhibit 99.1        Certification   of  Chief   Executive
                                    Officer and Chief Financial Officer pursuant
                                    to Section 906 as well as Section 302 of the
                                    Sarbanes-Oxley Act of 2002


         (b) Reports on Form 8-K

         None



SIGNATURES

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


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



<PAGE>



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                                      UNDER
                      SECTION 302 OF THE SARBANES-OXLEY ACT


I, Stephen Farkas, Chief Executive Officer and Chief Financial Officer of AAMPRO
Group, Inc. certifies that:

         1. I have  reviewed  this  quarterly  report  on Form  10-QSB of AAMPRO
Group, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
         that material  information  relating to the  registrant,  including its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly  report our  conclusions  about
         the  effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: August 28, 2003


/s/ Stephen Farkas
-----------------------------------------
Stephen Farkas
Chief Executive Officer and Chief
Financial Officer