U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-KSB


      |X| Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2004. .

      |_| Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .


                               AAMPRO GROUP, INC.
             (Exact name of registrant as specified in its charter)

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


                 1120 Route 22 E. Bridgewater, New Jersey 08807
              (Address of Principal Executive Offices and Zip Code)

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

      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 |_|



<PAGE>


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. [ ]

Issuer's revenues for its most recent fiscal year: $1,440,550.

Aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on April 14, 2005:
$222,765.

Number of shares outstanding of each of the registrant's classes of common stock
as of April 14, 2005: Common Stock: 51,568,502

DOCUMENTS INCORPORATED BY REFERENCE:

List hereunder the following documents if incorporated by reference and the Part
of the 10-KSB into which the document is incorporated.

None





                                                                               2
<PAGE>


                               AAMPRO GROUP, INC.
                         2004 FORM 10-KSB ANNUAL REPORT
                                Table of Contents


Trademarks/Definitions                                                        3

PART I
Item 1. Business                                                              4
Item 2. Properties                                                            9
Item 3. Legal Proceedings                                                     9
Item 4. Submission of Matters to a Vote of Security Holders                   9

PART II
Item 5. Market for the Registrant's Common Equity and Related                  9
         Stockholder Matters
Item 6. Management's Discussion and Analysis of Financial                    14
         Condition and Results of Operations
Item 7. Financial Statements                                                 36
Item 8. Changes in and Disagreements with Accountants on                     36
         Accounting and Financial Disclosure
Item 8A.  Controls and Procedures                                            37

PART III
Item 9.  Directors and Executive Officers of the Registrant                  39
Item 10. Executive Compensation                                              39
Item 11. Security Ownership of Certain Beneficial Owners and Management      40
Item 12. Certain Relationships and Related Transactions                      41
Item 13. Exhibits, Financial Statements, and Reports on Form 8-K Signatures  41
Item 14. Principal Accounting Fees and Services                              41

Signature

Index of Exhibits

TRADEMARKS/DEFINITIONS

      "AAMPRO" is a trademark of AAMPRO Group, Inc. All other trademarks,
service marks or trade names referred to in this Form 10-KSB are the property of
their respective owners. Except as otherwise required by the context, all
references in this Form 10-KSB to (a) "we," "us," "our," the "Company" or
"AAMPRO" refer to the consolidated operations of AAMPRO Group, Inc., a Nevada
corporation, and its wholly-owned subsidiaries, AAMPRO, Inc., AAMPRO PAY, LLC,
and AAMPRO Staffing Concepts, Inc., and (b) "you" refers to the readers of this
Form 10-KSB.




                                                                               3
<PAGE>


PART I

Item 1: Business

General

      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).

Business Overview

      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, we provide 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. These services are further
described as follows:

      o     Permanent placement--This is a service where we locate candidates on
            behalf of our customers, screen the candidates and assist in the
            recruitment efforts. If the customer hires the candidate, our
            billing is generally a percentage of first year compensation for the
            candidate placed. Billing is contingent upon filling the assigned
            position.

      o     Temporary staffing--This is a service where our employees work at
            customer locations under the supervision of customer personnel. The
            duration of the assignment can be from a day or less to a period of
            several months. The number of our temporary employees at any given
            time is directly related to our customers' requirements and these
            employees are generally only paid when on assignment with a
            customer. We provide temporary employees with clerical, light
            industrial, information technology, finance and accounting,
            engineering and administrative skill sets. We are responsible for
            all employment related taxes of these temporary employees, workers'
            compensation and federal and state unemployment (burden costs).
            Services are generally billed by the hour for the number of hours
            worked. Bill rates are often determined as a mark-up over pay or a
            mark-up over pay plus burden. Fees are determined based on a
            combination of headcount, service level provided and /or fixed fee
            per transaction/unit processed.

      The Company provides its services on a national basis with a primary focus
in the New York, New Jersey and Pennsylvania area.




                                                                               4
<PAGE>


The Staffing Industry

      The staffing industry is comprised of different segments divided by the
nature of the services provided to clients, i.e., permanent placement, temporary
staffing, payroll services and professional services. Permanent placement is a
service where the Company recruits professionals on behalf of our customers
across a variety of industries and disciplines. Temporary staffing services
includes providing interim or temporary professional personnel to clients in the
following general skill categories: clerical, light industrial, information
technology, finance and accounting, engineering and administrative. Payroll
administration includes the processing of the payrolls for clients that includes
the administration of benefits, tax filings and workman's compensation programs.
The professional services work performed includes the outsourcing of the
employment and administration services for clients.

      Up to 50% of the staffing industry is estimated to be concentrated in
professional skills, including information technology, finance and accounting,
legal, administrative and other skills that are consistent with those offered
within AAMPRO Group, Inc. operating segments. The balance of the North American
staffing market is concentrated on services in the clerical and light industrial
skill sets, similar to those services offered through AAMPRO's Staffing
division.

      Business conditions in the staffing industry are economically sensitive.
In 2001 and 2002, the industry experienced a decline in revenues, but economic
conditions began to change through 2003. In 2004, AAMPRO, Inc. made a strategic
corporate decision to expand its current operations from that of a professional
employment organization (PEO) to that of a full service staffing firm. Companies
have continued to experience success in the usage of temporary help, which has
facilitated rapid workforce adjustments as economic conditions improve. This
practice has increased the demand for temporary help in North America, which as
of September 2004 represented s 1.9% of the total workforce, or an increase from
1.0% in the early 1990's. Demographics of the labor force continue to indicate
that the overall labor pool may shrink over the next 10 years, creating a
shortage of qualified job candidates, especially for certain professional
workers. This shortage increases the need for companies to continue to use the
services of full service staffing firms like AAMPRO within the staffing
industry. According to Deutsche Bank Securities, Inc., the 10-year average
growth rate for the North American staffing industry is estimated at 7.6%.

Customers

      The Company provides a value-added, full-service human resources solution
that it believes is most suitable to a specific segment of the small and
medium-sized business community. The Company serves client companies and
worksite employees nationally.

      All prospective clients are evaluated individually on the basis of
workers' compensation risk, group medical history (where permitted by law),
unemployment history and operating stability. The Company's client base is
broadly distributed throughout a wide variety of industries including:

      o     Legal
      o     Accounting
      o     Manufacturing



                                                                               5
<PAGE>


      o     Warehousing
      o     Automobile
      o     Medical and Healthcare Related

      This diverse client base lowers the Company's exposure to potential
downturns or volatility in any particular industry. However, the Company's
performance could be affected by a downturn in one of these industries or by
general economic conditions within the small and medium-sized business
community.

      The Company focuses heavily on client retention and has had success in
retaining clients. Client attrition, when it does occur, is attributable to a
variety of factors, including (i) client non-renewal due to price factors, (ii)
client business failure, sale, merger, or disposition; and (iii) competition
from other business services firms.

      The Company has invested in new Internet-based human resources software
which will allow the Company to better compete with its larger national
companies, by permitting to the Company to process payroll, benefits and other
human resources issues in a faster, lower cost and more efficient manner with
its clients and employees.


Marketing

      The Company's marketing strategy is based on the application of techniques
that have produced consistent and predictable results in the past. The Company's
organic growth model generates sales leads from three primary sources: direct
sales efforts, advertising and referrals. These leads result in initial
presentations to prospective clients, and, ultimately, the gathering of
information about the prospect's employees, including job classification, state
of employment, workers' compensation claims history, group medical information
(where permitted by law), salary, and desired level of benefits. The Company's
management then develops a bid. Concurrent with this process, the prospective
client's workers' compensation, health insurance, employer practices and
financial stability are evaluated from a risk management perspective. This
prospective client screening process plays a vital role in controlling the
Company's benefits costs and limiting its exposure to liability. Upon completion
of a favorable risk evaluation, the Company presents its bid and attempts to
secure a Client Services Agreement with the prospective client.

      The multi-channel marketing campaign includes the systematic increase of
the Company's sales force through its proprietary geo-marketing zones. The
program also includes close support of print and radio media coupled with
interactive sales presentations.

Competition

      The Company provides a value-added, full-service human resources solution
that it believes is most suitable to the small and medium-sized business
community. Competition in the full service staffing industry revolves primarily
around quality of services, scope of services, choice and quality of benefits
packages, reputation and price. The Company believes that reputation, service
excellence, regulatory expertise, financial resources, risk management and
information technology capabilities distinguish leading staffing companies from
the rest of the industry. The Company also believes that it competes favorably
in these areas.



                                                                               6
<PAGE>


      Many of the large national and international competitors are characterized
by very broad geographic coverage, large and complex information systems that
can handle numerous legal and regulatory requirements and substantial financial
resources. We compete against these companies for the largest customers
(primarily Fortune 500 companies) where the customer requires broad geographic
coverage, competitive national pricing and typically consolidated reporting to
assist it in better controlling costs. Since most national customers use a
central procurement department, the industry has moved towards consolidated
competitive bidding with these customers with pricing as one of the key
selection criteria in obtaining the contract. This has led to intense price
competition within the staffing and recruitment industry and a focus on reducing
back office processing costs, primarily by installing enterprise-wide
information systems. To keep pace with our major national and international
competitors, we have implemented an enterprise-wide information system to reduce
our back office processing costs and increase our reporting capabilities. We
anticipate that price competition with these larger competitors will continue.

      The Company believes that its customers primarily focus on the following
key factors in selecting a service provider: location or geographic coverage,
price and service delivery. Geographic coverage is important from the customer
and candidate standpoint. Customers require that their providers be able to
service most, if not all, of their locations. Location is important to the
candidate because many candidates are unwilling to travel outside of their
particular geographic market for a position. Service delivery understands the
customers' specific job requirements through consultative assessments, the
ability to provide the right candidate for the right job and the ability to
measure the quality of job performance. Factors in obtaining qualified
candidates for employment assignments with customers include the quality of
available opportunities, wages, responsiveness to work schedules and the number
of available work hours. No single customer accounted for 10 percent or more of
our consolidated revenues in 2004.

      Within the Staffing Services operating segment, some of our largest
competitors are Adecco S.A., Manpower Inc. and Kelly Services, Inc. Within the
Professional Services operating segment, we compete with Robert Half
International Inc., MPS Group, Inc. and Kforce Inc., among others.

Intellectual Property

      Our intellectual property consists of our trademarks including "AAMPRO".
The Company has not filed applications for registration of any of its
trademarks. The Company regards the protection of our copyrights, service marks,
trademarks, trade dress and trade secrets as critical to our future success. We
rely on a combination of copyright, trademark, service mark and trade secret
laws, and contractual restrictions to establish and protect our proprietary
rights in products and services.



                                                                               7
<PAGE>


      Although we do not believe that we infringe the proprietary rights of
third parties, there can be no assurance that third parties will not claim
infringement by us with respect to past, current or future technologies. Any
such claim, whether meritorious or not, could be time-consuming, result in
costly litigation and could have a material adverse effect upon our business,
results of operations and financial condition.

Employees

      As of December 31, 2004, the Company employed 21 full-time corporate,
administrative, staffing, and sales employees and 323 full time outsourced
worksite employees. The Company is currently hiring principally in the sales and
marketing areas.

      The future success of the Company will depend in part on our continued
ability to attract, integrate, retain and motivate highly qualified technical
and managerial personnel, and upon the continued service of our senior
management personnel. The competition for qualified personnel in our industry
and geographical location is intense, and there can be no assurance that we will
be successful in attracting, integrating, retaining and motivating a sufficient
number of qualified personnel to conduct our business in the future. The Company
has never had a work stoppage, and no employees are represented under collective
bargaining agreements. We consider our relations with our employees to be good.

Subsidiaries

      The Company currently has three wholly owned subsidiaries, AAMPRO, Inc., a
New Jersey corporation, AAMPRO Pay LLC, a New Jersey LLC, and AAMPRO Staffing
Concepts, Inc., a Nevada Corporation.

Forward-Looking Statements

      The Company or management may make or may have made certain
forward-looking statements, orally or in writing, such as those within
Management's Discussion and Analysis contained in its various SEC filings. The
Company wishes to ensure that such statements are accompanied by meaningful
cautionary statements, so as to ensure to the fullest extent possible the
protections of the safe harbor established in the Private Securities Litigation
Reform Act of 1995. Such statements are therefore qualified in their entirety by
reference to and are accompanied by the following discussion of certain
important factors that could cause actual results to differ materially from
those described in such forward-looking statements.



                                                                               8
<PAGE>


      The Company cautions the reader that this list of factors is not intended
to be exhaustive. The Company operates in a continually changing business
environment, and new risk factors emerge from time to time. Management cannot
predict such factors, nor can it assess the impact, if any, of such factors on
the Company's business or the extent to which any factors may cause actual
results to differ materially from those described in any forward-looking
statement. None of the Company's forward-looking statements should be relied
upon as a prediction of actual results.

      The Company faces risks and uncertainties that could render actual events
materially different than those described in our forward-looking statements.
These risks and uncertainties are described elsewhere in this report.

Item 2: Properties

Our executive office consists of approximately 5,300 square feet of office space
in Bridgewater, NJ that also houses our AAMPRO, Inc., AAMPRO PAY LLC, and AAMPRO
Staffing Concepts, Inc. This facility is leased pursuant to a lease expiring
October 2008. The monthly rent is currently $5,599, and our leased space is
still sufficient to cover future growth. AAMPRO believes that its current
facilities are adequate for the purposes for which they are intended and that
they provide sufficient capacity to accommodate AAMPRO's short-term expansion
plan. AAMPRO will continue to evaluate the need for additional facilities based
on the rate of growth in worksite employees, the geographic distribution of the
worksite employee base and AAMPRO's long-term service delivery requirements.

Item 3: Legal Proceedings

In August 2003, Alan Sporn and Corporate and Shareholder Solutions, Inc. filed a
suit against the Company in the Superior Court of New Jersey, Chancery Division,
Hunterdon County, alleging, among other things, breach of contract and the
issuance of certain shares of preferred stock which the plaintiffs claim are
allegedly due to them. The Company is vigorously defending this action and has
filed an answer denying all of the plaintiffs' claims and has counterclaimed.
The parties to this litigation have executed a settlement agreement, which is
subject to Court approve. See, Subsequent Events in the Notes to the Company's
Financial Statements.

Item 4: Submission of Matters to a Vote of Security Holders

      None

PART II

Item 5: Market for Registrant's Common Equity and Related Stockholder Matters

      As of December 31, 2004, there were 325 stockholders of record. The
Company believes that it has approximately 1,000 beneficial stockholders.

      The Company's common stock trades on the NASDAQ's Over-The-Counter
Bulletin Board under the symbol: AAPO.

      The following table sets forth the range of high and low bid prices per
share of common stock as provided by Commodity Systems, Inc. The quotations
shown below reflect inter-dealer prices, without mark-up, markdown or
commissions and may not present actual transactions.





                                                                               9
<PAGE>


                                                              Common Stock
                                                            Low          High
                                                     ---------------------------
Quarter ended:
March 31, 2003                                             0.11         0.21
June 30, 2003                                              0.02         0.09
September 30, 2003 (1)                                     0.01         0.15
December 31, 2003 (1)                                      0.03         0.06
March 31, 2004 (1)                                         0.04         0.02
June 30, 2004 (1)                                          0.03         0.02
September 30, 2004 (1)                                     0.02         0.01
December 31, 2004 (1)                                      0.02         0.01

      (1)   Reflects results of 3 for 1 stock split in July 2003

      The Company has never declared, nor has it paid, any cash dividends on its
Common Stock. The Company currently intends to retain any earnings to finance
future growth and does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future.

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

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.

      The following table sets forth certain data derived from the consolidated
statements of operations, expressed as a percentage of net revenues for each of
the years in the two-year period ended December 31, 2004.

                                                        Years ended December 31,

                                                           2004          2003
                                                         -------       -------
Percentage of sales:

Sales                                                      100.0%        100.0%
Cost of sales                                               82.3%         56.4%
                                                         -------       -------
Gross profit                                                17.7%         43.6%

General and administrative                                 105.1%        127.6%
                                                         -------       -------

Total operating expenses                                   130.2%        132.6%

Net income (loss) from operations                         (112.5%)       (89.0%)

Other (expense) income, net                                 (4.7%)        (3.1%)

Net income (loss) before income taxes                     (117.2%)       (92.0%)

Income tax benefit                                          --            --

Net income (loss)                                         (117.2%)       (92.0%)
                                                         =======       =======


                                                                              10
<PAGE>


NET REVENUES

In 2003, AAMPRO adopted the revenue recognition policy under which compensation
of worksite employees is recognized as revenue components (net method). The
presentation is made based in part on the collective weight of the indicators
included in Emerging Issues Task Force No. 99-19, reporting revenues Gross as a
Principal versus Net as an agent. This policy has been applied to the
consolidated financial statements for the years presented.

The Company's overall net revenues decreased from $1,983,752 in 2003 to
$1,440,550 in the year ended December 31, 2004. Revenues for 2004 were derived
from compensation of worksite employees, along with revenues generated from the
staffing and the payroll divisions. All revenues in 2003 were from compensation
of worksite employees generated from the AAMPRO, Inc. subsidiary. Gross revenues
from worksite employees decreased from $ 20,500,000 in 2003 to $14,900,000 in
2004 as a result of a 20% decline in the number of clients and 11% decline in
the number employees, due to the loss of the Company's relationship with a
former strategic marketing partner.

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 increased from 56.4% in
2003 to 82.3% in 2004 primarily due to the increase in health insurance costs
compounded by the reduction in overall revenues.

OPERATING EXPENSES

                                         2004            2003          Change
                                       --------      ----------

Marketing, sales and support           $  3,548      $   29,643      ($ 26,095)

Percentage of net sales                      .2%           1.50%         (1.3%)



                                                                              11
<PAGE>


      Sales expenses for AAMPRO (consisting primarily of advertising and
promotion expenses) decreased from $29,643 in 2003 to $3,548 in 2004. This
decrease was primarily attributed to the decision by management to reduce its
overall advertising and promotional costs in 2004 as a result of the
implementation of an overall cost containment program.

                                       2004          2003            Change
                                    ---------    -------------

General and administrative          1,513,496    $   2,530,458    ($ 1,016,962)

Percentage of net sales                 105.1%          127.56%           22.4%

      General and administrative expenses are composed principally of
compensation in terms of shares and options issued for consulting fees as well
as salaries of administrative personnel, fees for professional services and
facilities. General and administrative expenses decreased from $2,530,458 in
2003 to $1,513,496 in 2004 resulting from the decline in stock based
compensation, offset by costs related to investment and asset write downs. Costs
related to stock and options issued to employees and consultants were $239,950
in 2004 as compared to $1,351,599 in 2003, or a decline of $1,111,649 as a
result of the decrease in the number of employees and/or consultants receiving
stock based compensation. In 2003, the Company paid consultants primarily
through non-cash resources such as through the issuance of stock and/or stock
options, which preserved cash flow, but resulted in the recognition of such
costs in the statement of operations. In 2004, the Company recognized
approximately $72,000 in asset impairment costs relating to the write down of
its investments, along with the write down of assets acquired in prior
transactions amounting to $299,595.

INCOME TAXES

The Company is in a net operating loss position. No provision for income taxes
has been provided in either 2003 or 2004 as the Company generated losses in
those years.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash provided by (used in) operating activities during 2004 was $
21,651 as compared to ($19,024) in 2003, or a net increase of $40,675, primarily
attributed to the impairment costs related to certain asset write-offs and the
collection of receivables, offset by increases in operating liabilities.

      Net cash used in investing activities in 2004 was $5,646 as compared to
$20,717 in 2003, or an increase of $15,071, attributed to the purchase of
equipment.

      Net cash used by financing activities in 2004 was ($35,558) as compared to
$37,539 being provided by financing activities in 2003, or a decrease of
$73,097. The decrease from 2003 to 2004 was primarily due to the proceeds
received from the sale of common stock, offset by collections/payments on notes
receivable and a note payable.



                                                                              12
<PAGE>


      The Company's capital requirements are dependent on several factors,
including marketing, acquisitions, and professional fees and consulting
expenses. At December 31, 2004, the Company had cash and cash equivalents
totaling $126,859 compared to $146,412 at December 31, 2003. The 2004 working
capital shortfall of current assets in excess of current liabilities was
$2,477,078 at December 31, 2004, as compared to $1,476,603 at the end of 2003.
Although our working capital is currently in a shortfall position, we believe
that our current cash and cash equivalents along with cash to be generated by
existing and new business operations in 2005 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 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.

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
      o     the Company might not be able to fund our working capital needs from
            cash flows
      o     Increased competition
      o     Litigation

      The Company 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.



                                                                              13
<PAGE>


CRITICAL ACCOUNTING POLICIES

Revenue Recognition and Returns

Item 7: Financial Statements


Index to Item 7: Financial Statements                                      Page
-------------------------------------                                      ----
Report of Independent Certified Public Accountant                          15
Consolidated Balance Sheet                                                 16
Consolidated Statements of Operations                                      17
Consolidated Statements of Stockholders' Equity                            18
Consolidated Statements of Cash Flows                                      19
Notes to Consolidated Financial Statements                                 20




                                                                              14
<PAGE>


                         Bagell, Josephs & Company, LLC
                200 Haddonfield Berlin Road, Gibbsboro, NJ 08026
                       Tel: 856.346.2628 Fax: 856.346.2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


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

We have audited the accompanying consolidated balance sheet of AAMPRO Group,
Inc. and Subsidiaries as of December 31, 2004 and the related consolidated
statements of operations, stockholders' equity (deficiency) and cash flows for
the years ended December 31, 2004 and 2003. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AAMPRO Group, Inc.
and Subsidiaries as of December 31, 2004, and the results of its operations and
its cash flows for the years ended December 31, 2004 and 2003 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2004 and
2003 have been prepared assuming the Company will continue as a going concern.
As discussed in Note 14 to the consolidated financial statements, the Company
has sustained operating loses and accumulated deficit that raise substantial
doubt about its ability to continue as a going concern. Management's operating
and financing plans in regard to these matters are also discussed in Note 14.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


BAGELL, JOSEPHS & COMPANY, LLC
BAGELL, JOSEPHS & COMPANY, LLC
Gibbsboro, New Jersey
April 13, 2005



                                                                              15
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                December 31, 2004




<TABLE>
<CAPTION>
             Assets
<S>                                                                                 <C>
Current Assets
     Cash                                                                           $   126,859
     Accounts receivable, net of allowance of $192,177                                  350,315
     Other current assets                                                                31,673
                                                                                    -----------
        Total Current Assets                                                            508,847

Customer lists, net of accumulated amortization of $408,200                             179,400
Property and equipment                                                                   35,657
                                                                                    -----------
        Total Assets                                                                $   723,904
                                                                                    ===========

            Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
     Accounts payable                                                               $   150,593
     Accrued expenses                                                                   269,312
     Health benefits payable                                                          1,000,894
     Payroll taxes payable                                                            1,456,884
     Current maturities of long-term debt                                                32,184
     Client deposits                                                                     76,059
                                                                                    -----------
        Total Current Liabilities                                                     2,985,926

Long-term debt, net of  current maturities                                               21,894
                                                                                    -----------

        Total Liabilities                                                             3,007,820
                                                                                    -----------

Stockholders' Equity (Deficit)
     Common stock, no par value, 300 million shares authorized, 53,102,860 issued
        and outstanding                                                                  53,103
     Additional paid-in capital                                                       1,934,607
     Accumulated (deficit)                                                           (4,271,626)
                                                                                    -----------

        Total Stockholders' Equity (Deficit)                                         (2,283,916)
                                                                                    -----------

        Total Liabilities and Stockholders' Equity (Deficit)                        $   723,904
                                                                                    ===========
</TABLE>


      The accompanying notes are an integral part of these consolidated
financial statements.




                                                                              16
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations



<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                              ----------------------------
                                                                                  2004            2003
                                                                              ------------    ------------
<S>                                                                                <C>
Employee leasing revenue (gross billings of $14.9 million and $20.5 million
     less worksite employee payroll costs of $13.6 and $18.5
     million, respectively)                                                   $  1,322,993    $  1,983,752
Staffing revenue                                                                   113,644            --
Payroll processing revenue                                                           3,913            --
                                                                              ------------    ------------
        Total Revenue                                                            1,440,550       1,983,752

Cost of Services                                                                 1,185,815       1,118,255
                                                                              ------------    ------------

Gross Profit                                                                       254,735         865,497
                                                                              ------------    ------------

Operating Expenses
     General and administrative expenses                                         1,513,496       2,530,458
     Selling expenses                                                                3,548          29,643
     Depreciation                                                                   27,835          31,359
     Reserve for uncollectible note receivable                                     299,595            --
     Amortization                                                                   31,525          38,675
                                                                              ------------    ------------
        Total Operating Expenses                                                 1,875,999       2,630,135
                                                                              ------------    ------------

Loss From Operations                                                            (1,621,264)     (1,764,638)
                                                                              ------------    ------------

Other Income (Expense)
     Interest income                                                                 1,663           4,953
     Interest expense                                                               (9,611)        (36,511)
     Impairment of customer list                                                   (59,800)        (26,000)
     Loss on disposal of office equipment                                             --            (2,433)
                                                                              ------------    ------------
        Total Other (Expense)                                                      (67,748)        (59,991)
                                                                              ------------    ------------

Loss Before Income Taxes                                                        (1,689,012)     (1,824,629)

Income Taxes                                                                          --              --
                                                                              ------------    ------------

Net Loss                                                                      $ (1,689,012)   $ (1,824,629)
                                                                              ============    ============

Loss Per Share                                                                $      (0.03)   $      (0.04)
                                                                              ============    ============

Weighted Average Number of Common Shares Outstanding                            52,746,177      45,341,428
                                                                              ============    ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.




                                                                              17
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
            Consolidated Statements of Stockholders' Equity (Deficit)
                     Years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  Common Stock
                                                           --------------------------    Additional
                                                             Number of                     Paid In      Accumulated
                                                              Shares         Amount        Capital       (Deficit)        Total
                                                           -----------    -----------    -----------    -----------    -----------
<S>                                                         <C>           <C>            <C>            <C>            <C>
Balance, January 1, 2003                                    12,664,107    $    12,664    $   258,477    $  (757,985)   $  (486,844)

Exercise of stock options                                      585,000            585           (585)          --             --

Common Stock Issued for Consulting Services                  2,520,427          2,520        865,499           --          868,019

Options Issued for Consulting Services                            --             --          486,100           --          486,100

Issuance of Shares for Investment in Cross Capital             897,129            897         66,174           --           67,071

Effect of 3:1 Common Stock Split                            33,333,326         33,334        (33,334)          --             --

Net Loss for the Year Ended December 31, 2003                     --             --             --       (1,824,629)    (1,824,629)
                                                           -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2003                                  49,999,989         50,000      1,642,331     (2,582,614)      (890,283)
                                                           -----------    -----------    -----------    -----------    -----------

Issuance of Common Stock for Cash                            2,000,000          2,000         48,000           --           50,000

Return of Shares Issued for Investment in Cross Capital       (897,129)          (897)       (66,174)          --          (67,071)

Issuance of Shares for Investment in Jason Hawk Industries   1,250,000          1,250         48,750           --           50,000

Options Issued for Consulting Services                            --             --          239,950           --          239,950

Issuance of Shares for Investment in SK Realty                 750,000            750         21,750           --           22,500

Net Loss for Year Ended December 31, 2004                         --             --             --       (1,689,012)    (1,689,012)
                                                           -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2004                                  53,102,860    $    53,103    $ 1,934,607    $(4,271,626)   $(2,283,916)
                                                           ===========    ===========    ===========    ===========    ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.




                                                                              18
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                                                  --------------------------
                                                                                      2004          2003
                                                                                  --------------------------
<S>                                                                               <C>            <C>
Cash Flows From Operating Activities
     Net Loss                                                                     $(1,689,012)   $(1,824,629)
     Adjustments to Reconcile Net Loss to Net Cash Provided by Operations
        Bad debt expense                                                               75,000        117,177
        Depreciation and amortization                                                  59,360         70,034
        Reserve for uncollectible note receivable                                     299,595           --
        Impairment of customer lists                                                   59,800         26,000
        Write-off of investment                                                        72,500           --
        Stock and options issued for consulting services                              239,950      1,296,304
     Decrease (Increase) in Assets
        Accounts receivable                                                            53,995       (134,905)
        Prepaid consultants                                                              --           26,400
        Other assets                                                                   (3,838)       (24,310)
     Increase (Decrease) in Liabilities
        Bank overdraft                                                                   --             --
        Accounts payable                                                               28,306         67,849
        Accrued expenses                                                             (121,087)       (10,868)
        Health benefits payable                                                        38,379        214,676
        Payroll taxes payable                                                         916,989        182,796
        Client deposits                                                                (8,286)       (25,548)
                                                                                  -----------    -----------
            Net Cash Provided by (Used in) Operating Activities                        21,651        (19,024)
                                                                                  -----------    -----------
Cash Flows From Investing Activities
     Purchase of equipment                                                             (5,646)       (20,717)
                                                                                  -----------    -----------
            Net Cash (Used in) Investing Activities                                    (5,646)       (20,717)
                                                                                  -----------    -----------
Cash Flows From Financing Activities
     Cash paid for note receivable                                                    (57,656)          --
     Collections from note receivable                                                    --            2,225
     Proceeds from sale of stock                                                       50,000           --
     Repayments of note payable                                                       (27,902)       (22,501)
     Proceeds from exercise of stock option                                              --           57,815
                                                                                  -----------    -----------
            Net Cash Provided by (Used in) Financing Activities                       (35,558)        37,539
                                                                                  -----------    -----------
Net (Decrease) in Cash                                                                (19,553)        (2,202)
Cash at Beginning of Year                                                             146,412        148,614
                                                                                  -----------    -----------
Cash at End of Year                                                               $   126,859    $   146,412
                                                                                  ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for:
        Interest Expense                                                          $     9,611    $    36,510
                                                                                  ===========    ===========
        Income Taxes                                                              $      --      $       500
                                                                                  ===========    ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES
     Write-off of investments in non-related companies                            $    72,500    $      --
     Return of shares issued for investment in non-related company                     67,071           --
     Conversion of accounts receivable into note receivable                              --          244,194
     Rescission of a purchase of a customer list                                         --           45,000
     Purchase of equipment financed by note payable                                      --           35,995
     Issuance of shares for investments in non-related companies                         --           67,071
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.




                                                                              19
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Organization

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

            In September 2004, the Company formed AAMPRO Staffing Concepts, Inc.
            (AAMPRO  Staffing).  AAMPRO Staffing was formed to provide permanent
            placement, temporary professional help and human resource consulting
            services to various industries.

            In September 2003, the Company formed, AAMPRO Pay, LLC (AAMPRO Pay).
            AAMPRO  Pay  was  formed  to  engage  in  the   service  of  payroll
            administration and services.

      Principles of Consolidation

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

      Allowance for Doubtful Accounts

            The Company provides an allowance for doubtful accounts equal to the
            estimated  losses  that will be incurred  in the  collection  of all
            receivables.  The  estimated  losses  are  based on a review  of the
            current  status  of the  existing  receivables.  The  allowance  for
            doubtful accounts is $192,177 for the year ended December 31, 2004.

      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.

      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.



                                                                              20
<PAGE>


      Revenue Recognition

            As it pertains to the Professional  (Outsourced)  Services 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.


                                                                              21
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Revenue Recognition, Continued

            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 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.

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

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

      Cash Equivalents

            For  purposes of the  consolidated  statements  of cash  flows,  the
            Company considers all highly liquid debt instruments  purchases with
            an original maturity of three months or less to be cash equivalents.

      Loss Per Share

            Loss per share,  in  accordance  with the  provisions  of  Financial
            Accounting  Standards  Board  No.  128.  "Earnings  Per  Share,"  is
            computed by dividing the net loss by the weighted  average number of
            common  shares  outstanding  during the  period.  Common  equivalent
            shares from common stock  options and warrants are excluded from the
            computation, as their effect could be antidulutive.

      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.



                                                                              22
<PAGE>


      Advertising Costs

            Advertising   costs  are  charged  to  operations   when   incurred.
            Advertising  expense  was $3,092  and  $29,236  for the years  ended
            December 31, 2004 and 2003, respectively.




                                                                              23
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

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

      Financial  instruments,  which  subject  the Company to  concentration  of
      credit risk include cash and cash equivalents and account receivables. The
      Company  maintains  its cash and cash  equivalents  with  major  financial
      institutions  selected  based upon  management's  assessment of the banks'
      financial  stability.  Balances  periodically  exceed the $100,000 federal
      depository  insurance limit. The Company has not experienced any losses on
      deposits.

      The Company provides credit in the normal course of business.  The Company
      performs on going credit evaluations of its customers.

Fair Value of Financial Instruments

      The  Company  includes  fair  value   information  in  the  notes  to  the
      consolidated  financial  statements  when the fair value of its  financial
      instruments  is  different  from the  book  value.  When  the  book  value
      approximates fair value, no additional disclosure is made.

Recent Accounting Pronouncements

      SFAS 123 (revised 2004) "Share-Based Payment" (SFAS 123R)

      In December 2004, the FASB issued SFAS 123R,  "Share-Based  Payment." SFAS
      123R  requires  entities to  recognize  compensation  expense in an amount
      equal to the fair value of share-based payments granted to employees.  The
      statement  eliminates the alternative to use the intrinsic value method of
      accounting  previously  available under Accounting  Principles Board (APB)
      Opinion No. 25. The  statement  is  effective  as of the first  interim or
      annual period  beginning  after June 15, 2005,  with early  implementation
      permitted.  A  cumulative  effect of a change in  accounting  principle is
      recorded for the effect of initially applying the statement.

      The Company will  implement  SFAS 123R in the third  quarter of 2005 using
      the  modified  prospective  method.  This  method  requires  us to  record
      compensation  expense  for all awards we grant  after the time of adoption
      and to recognize the unvested  portion of previously  granted  awards that
      remain  outstanding  at the time of adoption as the  requisite  service is
      rendered. The compensation cost will be based on the grant date fair value
      of the equity award. As of the issuance of these financial statements, the
      Company has not determined the impact of the adoption SFAS 123R.




                                                                              24
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Stock-Based Compensation

            The Company has adopted Statement of Financial  Accounting Standards
            No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The
            provisions  of SFAS  123  allow  companies  to  either  expense  the
            estimated  fair value of stock  options or to continue to follow the
            intrinsic value method set forth in Accounting  Principles  Bulletin
            Opinion No. 25,  "Accounting  for Stock Issued to  Employees"  ("APB
            25") but disclose the proforma  effects on net income (loss) had the
            fair value of the options  been  expensed.  The Company has expensed
            the estimated  fair value of the stock options  issued to employees.
            See Note 9.

            As required by  Statement  No. 123 the  Company  accounts  for stock
            issued for services to  non-employee by reference to the fair market
            value of the Company's  stock on the date of issuance,  as it is the
            more readily determinable value.

      Reclassifications

            Certain amounts in the 2003 consolidated  financial  statements have
            been  reclassified  to  conform to the 2004  consolidated  financial
            statement presentation.

NOTE 2 - PROPERTY AND EQUIPMENT

      Property and equipment, at cost, consists of the following at December 31,
      2004:

      Computer equipment and software                                   $134,522
      Office furniture                                                     4,500
                                                                        --------
         Total                                                           139,022
      Less:  accumulated depreciation                                    103,365
                                                                        --------
         Total                                                          $ 35,657
                                                                        ========

      Depreciation expense charged to operations amounted to $27,835 and $31,359
      for the years ended December 31, 2004 and 2003, respectively.

NOTE 3 - 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.  Amortization
            expense was $31,525 for the year ended December 31, 2004 and $38,675
            for the year ended December 31, 2003.

            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. On December 31, 2003, the agreement
            was  rescinded.  The  customer  list was offset  against the accrued
            expenses.



                                                                              25
<PAGE>


            During 2004, the Company  determined that, based on active customers
            at December 31, 2004, the carrying amount of the above customer list
            exceeded its fair value by $59,800,  accordingly, an impairment loss
            of that amount was recognized and is included in operating expenses.




                                                                              26
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003

NOTE 4 - EMPLOYEE BENEFIT PLANS

            Medical Benefit Plans

            The Company offers  fully-insured and self-insured  medical benefits
            to employees.  Participating  employer  customers may participate or
            opt to offer their own insurance coverage to employees.

            The Company's  self-insured  plan is a self-funded  employee welfare
            benefit plan pursuant to the Employee Retirement Income Security Act
            of 1974, as amended.  The plan administration is provided by a third
            party Claims Supervisor for claim form submissions,  correspondence,
            benefit   determinations,    claim   processing   and   disbursement
            preparation.  All eligible  employees may participate in the welfare
            benefit plan upon satisfaction of the waiting period,  completion of
            enrolment   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.  The  Company is  protected
            against  unanticipated  catastrophic  claims  through an  individual
            excess insurance risk policy.

            Accrued  Health  Insurance  Plan  Claims  as of  December  31,  2004
            amounted to  $1,000,894,  and  consists of amounts due to  providers
            based on  claims  filed and  estimates  of  claims  incurred  before
            December 31, 2004, but not reported.

NOTE 5 - LONG-TERM DEBT

      Long-term debt is comprised of the following:

<TABLE>
<CAPTION>
        Installment Notes
<S>                                                                                    <C>
          Interest at 15.3% due in monthly installments of $239 including interest
          through December 2005.  Secured by equipment                                 $ 1,823

          Interest at 10.0% due in monthly installments of $1,033 including interest
          through May 2006. Secured by equipment                                        30,468

          Interest at 10% due in monthly installments of $599 including interest
          through April 2007.  Secured by software                                       8,618

          Interest at 14.9% due in monthly installments of $864 including interest
          through June 2006.  Secured by equipment                                      13,169
                                                                                       -------

          Total                                                                         54,078

          Less Current Maturities                                                       32,184
                                                                                       -------
          Long-Term Debt, Net of Current Maturities                                    $21,894
                                                                                       =======

      Total maturities of long-term debt are as follows:
        Years Ending December 31,
          2005                                                                         $32,184
          2006                                                                          18,651
          2007                                                                           3,243
                                                                                       -------
                                                                                       $54,078
</TABLE>




                                                                              27
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 6 - INCOME TAXES

      The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                          --------------------------
                                                                              2004         2003
                                                                          --------------------------
<S>                                                                       <C>            <C>
             Current
                Federal                                                   $      --      $      --
                State                                                            --              750
                                                                          -----------    -----------
                                                                          $      --      $       750
                                                                          ==========================
      The components of the Company's deferred tax asset is as follows:

             Federal and State Net Operating Losses                       $ 1,528,625
             Less:  Valuation Allowances                                   (1,528,625)
                                                                          -----------
             Net Deferred Tax Assets                                      $      --
                                                                          ===========
</TABLE>


      The Company has net operating  loss  carryforwards  for federal income tax
      purposes of approximately $3,821,562,  which expires in 2023 and 2024. The
      Company has net operating loss carryforwards for state income tax purposes
      of approximately $3,980,000, which expire in 2010 and 2011.

      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
      December 31, 2001 are as follows:

                        Tax Benefit               40%
                        Valuation Allowance      (40)
                                                -------
                        Effective Tax Rate        -- %
                                                =======

NOTE 7 - COMMON STOCK ISSUED FOR SERVICES

      In 2003, the Company issued  7,561,281  shares to various  consultants for
      services.  The  shares  were  valued at fair  market  value at the date of
      issuance and amounted to $868,019 in stock based compensation in 2003.

NOTE 8 - OPERATING LEASE COMMITMENTS

      The Company  leases  certain  office space under an operating  lease.  The
      lease expires October 31, 2008 and the monthly rent is $5,599. The Company
      will have  minimum  annual  rental  payments  of $67,188  in years  ending
      December 31, 2005 through 2007 and $55,990 in 2008.

      Rent  expense for the years ended  December  31, 2004 and 2003 was $80,130
      and$44,229, respectively.



                                                                              28
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 9 - STOCK BASED COMPENSATION

      In 2002, the Company adopted the 2002 Equity  Compensation Plan ("The 2002
      Plan"). Under the 2002 Plan the Company may grant either restricted shares
      or  options  to  purchase  up to 9 million  shares of common  stock in the
      aggregate.  Under the terms of the 2002 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 2002 Plan Committee. The
      2002 Plan is in effect for a term of 10 years.

      In 2003, the Company adopted the 2003 Equity  Compensation Plan ("The 2003
      Plan"). Under the 2003 Plan the Company may grant either restricted shares
      or  options  to  purchase  up to 6 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 January 14, 2003,  the Company  purchased  all of the assets of Amstaff
      Inc.  (Amstaff) a payroll services company and a previous  supplier to the
      Company that is owned by an officer of the Company,  for 216,000 shares of
      the Company's  common stock plus 300,000  options at $ .17 per share for a
      two year  period.  The  options  were  valued at  $11,800  using the Black
      Scholes Pricing Model.  These options expired on January 14, 2005 and none
      were  exercised.  In 2004,  the  Company  decided  to  write-down  certain
      previously  acquired  assets of Amstaff  that were  deemed to be  impaired
      resulting in charges of $ 299,595.

      On  February  10,  2003,  the Company  entered  into an  agreement  with a
      consultant,  whereby, for services to be provided, the consultant received
      150,000  shares of the Company's  common stock and 300,000 stock  options.
      The options were granted  under the terms of the 2002 Equity  Compensation
      Plan and have an  exercise  price of $0.12 per  share,  which was the fair
      market  value per share of the  Company's  common stock on the date of the
      agreement. The options have been valued at $17,900 using the Black Scholes
      Pricing Model. The options will expire on February 10, 2008. The agreement
      is for a term of six  months  and has an  automatic  three  month  renewal
      provision with subsequent agreement terms to be determined.

      On February 13, 2003, the Company entered into an option  agreement with a
      consultant,  whereby,  for services to be  provided,  the  consultant  was
      granted 600,000 options of the Company's common stock. The options have an
      exercise  price of $.12 per  share,  which was the fair  market  value per
      share of the  Company's  common stock on the date of that  agreement.  The
      options have been valued at $43,400 using the Black Scholes Pricing Model.
      Options of 255,000 were exercised and 345,000 options expired.

      On April 10, 2003,  the Company  entered into an option  agreement with an
      officer of the Company, whereby, the officer was granted 5,400,000 options
      of the Company's common stock.  The agreement  between the Company and the
      officer  expires on March 31, 2008.  The options have an exercise price of
      $0.07  per  share,  which  was the  fair  market  value  per  share of the
      Company's  common stock on the date of the agreement.  The options granted
      on April 10, 2003 shall  expire on April 10,  2010.  In 2003,  the options
      have been  valued at  $252,000  using the  Black  Scholes  Pricing  Model.
      Pursuant to the agreement, on each anniversary (through 2008), the Company
      shall grant to the officer an additional  5,400,000 options at an exercise
      price equal to the fair market value of the Company's  common stock on the
      date of each such grant. On April 10, 2004, the Company granted  5,400,000
      options at an exercise  price of $0.03.  In 2004,  the  options  have been
      valued at $145,800.



                                                                              29
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 9 - STOCK BASED COMPENSATION, Continued


      On April 10, 2003,  the Company  entered into an option  agreement with an
      officer of the Company,  whereby, the employee was granted 900,000 options
      of the Company's common stock.  The agreement  between the Company and the
      employee  expires on March 31, 2008. The options have an exercise price of
      $0.07  per  share,  which  was the  fair  market  value  per  share of the
      Company's  common stock on the date of the agreement.  The options granted
      on April 10, 2003 shall  expire on April 10,  2010.  In 2003,  the options
      have  been  valued at  $42,000  using the  Black  Scholes  Pricing  Model.
      Pursuant to the agreement, on each anniversary (through 2008), the Company
      shall grant to the officer an  additional  900,000  options at an exercise
      price equal to the fair market value of the Company's  common stock on the
      date of each such grant.  On April 10, 2004, the Company  granted  900,000
      options at an exercise  price of $0.03.  In 2004,  the  options  have been
      valued at $24,300.

      On April 10, 2003, the Company entered into a consulting  agreement with a
      consultant  of the  Company,  whereby,  for services to be provided to the
      Company  through  March 31, 2008,  the  consultant  was granted  2,550,000
      options of the Company's  common stock. The options have an exercise price
      of $0.07  per  share,  which  was the fair  market  value per share of the
      Company's  common stock on the date of the agreement.  The options granted
      on April 10, 2003 shall  expire on April 10,  2010.  In 2003,  the options
      have been  valued at  $119,000  using the  Black  Scholes  Pricing  Model.
      Pursuant to the agreement, on each anniversary (through 2008), the Company
      shall  grant to the  consultant  an  additional  2,550,000  options  at an
      exercise  price equal to the fair  market  value of the  Company's  common
      stock  on the date of each  such  grant on April  10,  2004,  the  Company
      granted  2,550,000  options at on exercise  price of $0.03.  In 2004,  the
      options have been valued at $68,850.


      The following  table  summarizes  stock options  activity  during 2004 and
      2003:



                                                                     Weighted
                                                    Number of        Average
                                                     Options      Exercise Price
                                                   -----------    --------------

        Options outstanding at January 1, 2003            --      $         --
        Granted                                     10,050,000              0.07
        Exercised                                     (255,000)             0.12
        Expired                                       (345,000)            0.12
                                                   -----------    --------------
        Options outstanding at January 1, 2004       9,450,000              0.09
        Granted                                      8,850,000              0.03
        Exercised                                         --               --
        Expired                                       (300,000)             0.12
                                                   -----------    --------------
        Options outstanding at December 31, 2004    18,000,000    $         0.05
                                                   ===========    ==============

      The fair value of the options granted in 2004 was 238,950.  The fair value
      was  determined  as of the date of grant using the  Black-Scholes  pricing
      model,  based  on  the  following  weighted  average  assumptions;  annual
      expected rate of return of 0%,  annual  volatility of 120% and a risk free
      interest rate of 2.0%




                                                                              30
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


NOTE 9 - STOCK BASED COMPENSATION, Continued

      The fair value of the options granted in 2003 was $486,100. The fair value
      was  determined  as of the date of grant  using  the  Black-Scholes  stock
      option pricing model, based on the following weighted average assumptions:
      annual  expected  return of 0%, annual  volatility of 120% and a risk free
      interest rate of 1.5%.

      The weighted  average per share fair value of stock options granted during
      2004 and 2003 were $0.03 and $0.06, respectively. The weighted average per
      share  contractual  remaining life of the options  outstanding at December
      31, 2004 were 6.5 years.

NOTE 10 - CAPITAL STOCK

      On July 15, 2003, the Board of Directors of the Company approved a 3 for 1
      common  stock  split.  As a result of the split,  33,333,326  shares  were
      issued.

      On February 18, 2004, the Company entered into a stock purchase  agreement
      with  an  investor.  Pursuant  to the  agreement,  the  investor  received
      2,000,000  newly issued shares of common stock of the Company and warrants
      to purchase  500,000  additional  shares of common stock of the Company in
      exchange  for $50,000.  $12,900 of the proceeds has been  allocated to the
      warrants.  The warrants  consist of a two year option to purchase  250,000
      shares of the Company's common stock for ten cents ($0.10) and another two
      year option to purchase  $250,000 shares of the Company's common stock for
      fifteen cents ($0.15).  As of December 31, 2004, none of the warrants have
      been exercised.

NOTE 11 - INVESTMENTS

      Prior to the reverse  acquisition between AAMPRO, Inc. and Trident Systems
      International,  Inc. in October 2002, Trident operated Telco Energy,  Inc.
      (Telco Energy),  a wholly owned Oil and Gas subsidiary.  Telco Energy is a
      total energy solution company involving fossil fuel extraction, collection
      and  delivery  systems.   Pursuant  to  an  agreement  between  the  prior
      management  of  Trident  and the  management  of Telco  Energy,  Trident's
      shareholders  of record  were  entitled to receive a dividend of shares in
      Telco Energy.  Shareholders of Trident (now AAMPRO Group,  Inc.) of record
      as of March 31, 2003 are entitled to this dividend. AAMPRO shareholders of
      record shall  receive one (1) share of Telco for every three (3) shares of
      AAMPRO.  In  addition,  for  every  share  of  Telco  received  by  AAMPRO
      shareholders,  they  will be  vested  with a right  pursuant  to a  Rights
      Offering to acquire one (1)  additional  share of Telco  Energy,  Inc. for
      $1.50 per share.  The CEO of AAMPRO  has  waived his right to receive  the
      dividend in Telco shares according to the following  distribution:  80% of
      the  dividend to which he was  otherwise  entitled is to go to AAMPRO as a
      capital  contribution  and  the  remaining  20% is to be  divided  equally
      amongst the remaining shareholders of record as of March 31, 2003.

      In  February  2004,  the  Company  acquired  a 10%  interest  in SK Realty
      Ventures in exchange  for 750,000  shares of its common  stock,  and a 10%
      interest in Jason Hawk  Industries,  Inc. in exchange for 1,250,000 shares
      of its common stock. The value of these investments totaled $72,000.



                                                                              31
<PAGE>


      As of December 31, 2004, the Company decided to establish reserves for the
      full value of its  investments  that  resulted  in an  impairment  loss on
      investments  of $72,000 to offset the previously  recorded  amounts in the
      Company's consolidated balance sheets.



                                                                              32
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003

NOTE 12 - SEGMENT INFORMATION

      The Company's consolidated financial statements include certain reportable
      segment  information.  These segments include AAMPRO, Inc., AAMPRO Pay LLC
      and AAMPRO Staffing  Concepts,  Inc. The Company evaluates the performance
      of these segments based upon multiple variables including assets, revenues
      and profit or loss.

      The  segment's  profit and loss  components  and  schedule of assets as of
      December 31, 2004 are as follows:


<TABLE>
<CAPTION>
                                    Professional               Payroll
                                      Services    Staffing  Administration     Total
                                    ------------  --------  --------------  -----------
<S>                                 <C>           <C>       <C>             <C>
      Cost of sales                    1,072,366   109,536       3,913        1,185,815
      General and admin expenses       1,464,133    49,313          50        1,513,496
      Interest expense                     7,200      --         2,411            9,611
      Depreciation expense                27,835      --          --             27,835
      Selling expense                      3,548      --          --              3,548
      Interest income                      1,653        10        --              1,663
      Provision for income tax              --        --          --               --
      Segment net income (loss)       (1,644,835)  (45,195)      1,018       (1,689,012)
      Segment assets                     686,321    29,668       7,915          723,904
</TABLE>

Note 13 - SUBSEQUENT EVENT

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 $5,000,000.00.

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 is anticipated to 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.




                                                                              33
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries

           Notes to the Consolidated Financial Statements (Continued)
                           December 31, 2004 and 2003


Note 14 - GOING CONCERN

The accompanying 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 2005
will be sufficient to meet its anticipated cash needs for working capital and
capital expenditures for the next fiscal year.

If cash generated from operations is insufficient to satisfy the Company's
liquidity requirements, management may seek to restructure the liabilities of
the Company and/or sell additional equity, debt securities and/or obtain a
credit facility. The sale of additional equity or 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 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.




                                                                              34
<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure


None

Item 8A. Controls and Procedures

Disclosure controls and procedures are the Company's controls and other
procedures that are designed to ensure that information required to be disclosed
by the Company in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by the Company in the reports that it files under the Exchange Act is
accumulated and communicated to the Company's management, including its Chief
Executive Officer, as appropriate to allow timely decisions regarding required
disclosure.

Under the supervision and with the participation of the Company's management,
including its Chief Executive Officer, the Company has evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures within 90 days of the filing date of this report, and, based on
their evaluation, the Company's Chief Executive Officer has concluded that these
controls and procedures are effective for a company with limited resources such
as the Company. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROL

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.



                                                                              35
<PAGE>


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 III

Item 9: Directors and Executive Officers of the Registrant

The following table sets forth the names and positions of our directors and
executive officers:

Name                            Age     Position
----                            ---     --------
Stephen L. Farkas               59      Chairman, CEO, CFO and Director
Terri Munkirs                   56      President of AAMPRO Pay, LLC
Joanne Widitz                   61      Vice President Administration

      The following sets forth biographical information concerning our directors
and executive officers for at least the past five years:

      Stephen L.  Farkas,  Chairman,  CEO,  CFO and  Director  -- Mr.  Farkas is
founder of the Company's AAMPRO  subsidiary,  has over twenty  experience in the
human  resource  management  and employee  leasing  industry.  Mr.  Farkas owned
several  employee leasing  companies prior to founding AAMPRO,  Inc. He has also
served as an industry consultant to companies in New Jersey,  Florida,  Georgia,
and  Virginia  on a wide range of human  resource  topics.  He  founded  and was
elected  president of Florida's  first  Employee  Leasing  Association.  He also
founded New Jersey's first state Employee  Leasing  Association  and was elected
its  first  president.  He is one of 90  persons  holding  the CPES  designation
(Certified   Professional   Employer   Specialist)   from  NAPEO  (the  National
Association for Professional  Employer  Organizations),  which is the nationally
recognized  association  for PEO's.  Mr.  Farkas holds  degrees in Marketing and
Business  Management and Organization  from Middlesex College and the University
of Miami, Miami, Florida.

      Joanne Widitz, Vice President Administration -- AAMPRO subsidiary, holds a
degree in Business Management from Penn Hall College.  Ms. Widitz held positions
as  vice-president  with  several  Fortune 500  companies  including a financial
institution  where  she  had  co-responsibility  for  overall  operations.   She
supervised a staff of 187  officers  and  employees.  Ms.  Widitz has  extensive
training and  experience in financial  resources and consumer  education,  along
with numerous courses in a variety of business functions.

      Terri  Munkirs,  President - AAMPRO Pay,  LLC. Ms. Terri L. Munkirs has an
extensive  background in real estate holding  numerous  awards achieved over a 5
year period.  Ms. Munkirs did her  undergraduate  studies at Raritan College and
Centenary College. She was instrumental in establishing  Amstaff, a computerized
payroll company, and now holds the position of President of AAMPRO Pay, LLC.



                                                                              36
<PAGE>


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge, based
solely on the review of copies of such reports furnished to the Company during
the year ended December 31, 2004, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten percent
shareholders were complied.

Family Relationships

There are no family relationships between or among the directors, executive
officers or persons nominated or charged by the Company to become directors or
executive officers.

Involvement in Legal Proceedings

To the best of the Company's knowledge, during the past five years, none of the
following occurred with respect to a present or former director or executive
officer of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.

On March 15, 2005, the Company adopted a Code of Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. For purposes of
this Item, the term "Code of Ethics" means written standards that are reasonably
designed to deter wrongdoing and to promote: Honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; full, fair, accurate, timely,
and understandable disclosure in reports and documents that the issuer files
with, or submits to, the SEC and in other public communications made by the
Company; compliance with applicable governmental laws, rules and regulations;
the prompt internal reporting of violations of the code to the board of
directors or another appropriate person or persons; and, accountability for
adherence to the code. A copy of the Code of Ethics can be found as Exhibit 99
to our Form 10-KSB.



                                                                              37
<PAGE>


Item 10: Executive Compensation

COMPENSATION SUMMARY

      The  following  table  sets  forth  the  compensation  earned by our Chief
Executive  Officer and all our other executive  officers who earned in excess of
$100,000 in salary and bonus  (collectively the "Named Executives") for services
rendered to us during the fiscal year.

SUMMARY COMPENSATION TABLE (1)

<TABLE>
<CAPTION>
                                                             Long term compensation
                                                             Number of securities
Name and Position                            Year   Salary   Underlying options (2)
-----------------                            ----  --------  ----------------------
<S>                                          <C>   <C>       <C>
Stephen Farkas, CEO                          2004  $114,856  $ 162,000
Joanne Widitz, VP Administration             2004  $ 55,000  $   -
Terry Munkirs, President of AAMPRO Pay, LLC  2004  $115,330  $  31,860
</TABLE>

      (1) The columns for  "Bonus",  "Other  Annual  Compensation",  "Restricted
Stock  Awards",  "LTP  Payouts" and "All other  Compensation"  have been omitted
because there is no such compensation to be reported.

      (2) Represents options granted to such executives.

      The following  table sets forth  certain  information  concerning  options
granted to the named executives.

OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                    Number of                           Exercise
                                    Securities       Percent of Total   Price Per   Expiration
                                Underlying Options  Options Granted to    Share     Date
           Name                      Granted           Employees In
---------------------------    -------------------  ------------------  ---------   ----------
<S>                            <C>                  <C>                 <C>         <C>
Stephen Farkas                           5,400,000         86%            $0.03      4/10/11
Terri Munkirs                              900,000         14%            $0.03      4/10/11
</TABLE>

OPTION EXERCISES AND YEAR-END OPTION VALUES

                                                         Number of Securities
                                                        Underlying Unexercised
                                                         Options at FY-End (#)
                                                      --------------------------

                                Shares
                              Acquired on     Value
          Name                 Exercise     Realized  Exercisable  Unexercisable
-------------------------     -----------   --------  -----------  -------------
Stephen Farkas                     --           --     10,400,000       --
Terri Munkirs                      --           --      1,800,000       --



                                                                              38
<PAGE>

                                  Value of Unexercised
                                  In-the-Month Options
                                      At FY-End ($)
                                ---------------------------



           Name                 Exercisable   Unexercisable
---------------------------     -----------   -------------
Stephen Farkas                      --             --
Terri Munkirs                       --             --

COMPENSATION OF DIRECTORS

      None

EMPLOYMENT  AGREEMENTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE OF CONTROL
ARRANGEMENTS

      In 2002,  Stephen  Farkas  has  entered  into a five  (5) year  employment
agreement  with  the  Company,  as  Chief  Executive  Office.  Pursuant  to this
employment  agreement,  Mr.  Farkas is  entitled  to  $125,000  base salary plus
benefits,  incentive  bonus and stock  options  beginning in 2003. If there is a
change in control of the Company,  Mr. Farkas is entitled to receive the balance
of his  employment  agreement  paid to him in cash  including  all bonuses on an
if-earned basis. No other officers or directors have employment  agreements with
the Company.

Item 11: Security Ownership of Certain Beneficial Owners and Management

      The  following  tables shows all directors and officers of the Company and
all persons  known to the Company to be the  beneficial  owner of more than five
percent of the Company's common stock as of December 31, 2004


<TABLE>
<CAPTION>
Name of Beneficial Owner                                            Amount and Nature    Percent of
------------------------                                              of Beneficial        Class
                                                                        Ownership
                                                                    -------------------------------
<S>                                                                 <C>                  <C>
EXECUTIVE OFFICERS AND DIRECTORS
Stephen  Farkas                                                             29,046,000         58.0%
Terri Munkirs                                                                  216,000           <1%
Joanne Widitz                                                                   30,000           <1%
                                                                    -------------------------------
All directors and executive officers as a group                             29,292,000           59%

OTHER 5% STOCKHOLDERS                                                             None
None

                                                                    -------------------------------
All directors, executive officers and 5% stockholders as a group            29,292,000           59%
</TABLE>

                                                                              21
<PAGE>


      (1)  Calculated  pursuant to Rule 13d-3(d) of the Exchange Act. Under Rule
13d-3(d), shares not outstanding which are subject to options,  warrants, rights
or conversion  privileges  exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage  owned by such person,  but
are not deemed  outstanding for the purpose of calculating the percentage  owned
by each other person listed.

Item 12: Certain Relationships and Related Transactions

None

Item 13: Exhibits, Financial Statements, and Reports on Form 8-K

The following documents are filed as a part of this Report:

1.    Financial Statements

The following consolidated financial statements of AAMPRO Group, Inc., and
Subsidiaries, and the Independent Auditors' Reports issued thereon, are
incorporated by reference in Part II, Item 7:

Report of Independent Certified Public Accountants
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statement of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2.    Exhibits

The following exhibits are filed as part of, or incorporated by reference into
this Report:

-----------------------------------------------
Exhibit  Contents

31.1     Certification of Chief Executive  Officer and Chief Financial  Officer,
         as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1     Certification of Chief Executive  Officer and Chief Financial  Officer,
         as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
99.1     Senior Management Ethics Policy






                                                                              39
<PAGE>

3.    Reports on Form 8-K

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT AND NON-AUDIT FEES

The following presents fees for professional audit services rendered by Bagell,
Josephs and Company for the audit of the Company's annual financial statements
for 2003 and 2004 and billed for other services rendered by Bagell, Josephs and
Company.

                                                             2003         2004
Audit fees, including fees paid in 2004
for services performed in 2003 and
excluding audit related fees                               $17,185       $18,755

All other fees                                                --            --
Audit related                                                 --            --
Other non-audit                                               --            --
Services                                                      --            --
Total all other fees                                          --            --
Total                                                      $17,185       $18,755


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, Chief Executive
   Officer, Chief Financial Officer,
   President and Director)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated below.



                                                                              40
<PAGE>

--------------------------------------------------------------------------------
Signature                         Title                           Date
--------------------------------------------------------------------------------
/s/ Stephen Farkas                Chief Executive Officer,
-------------------------         Chief Financial Officer
(Stephen Farkas)                  President and Director
--------------------------------------------------------------------------------

EXHIBIT INDEX

EXHIBIT INDEX

   Exhibit No    Description of Exhibit
                 -----------------------------------------------
Exhibit          Contents
31.1             Certification  of Chief  Executive  Officer and Chief Financial
                 Officer,  as  required  by  Rule  13a-14(a)  of the  Securities
                 Exchange Act of 1934
32.1             Certification  of Chief  Executive  Officer and Chief Financial
                 Officer,  as  required  by  Rule  13a-14(b)  of the  Securities
                 Exchange Act of 1934
99.1             Senior Management Ethics Policy






                                                                              41