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, 2005.

|_|   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: $1,810,576 .

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 26, 2006:
$320,717.

Number of shares outstanding of each of the registrant's classes of common stock
as of April 26, 2006: Common Stock: 53,452,860

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/A ANNUAL REPORT
                                Table of Contents

Trademarks/Definitions

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

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

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

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 was
approximately 2.5% of the total workforce in 2005 (an increase as compared to
2004 which was 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 was estimated at 7.6%, in prior years and remains
strong.

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


                                       5
<PAGE>

      o     Manufacturing
      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, 2005, the Company employed 9 full-time corporate,
administrative, staffing, and sales employees and 223 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.

      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.


                                       8
<PAGE>

      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 $6,460, 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, Corporate and Shareholder Solutions, Inc. (CSS) and its major
shareholder filed a suit against the Company, Professional Employer Services,
Inc. d/b/a AAMPRO, Inc. and an officer of the Company in the Superior Court of
New Jersey, Chancery Division, Hunterdon Country alleging, three causes of
action each related to the reverse acquisition transaction between the Company
and AAMPRO, Inc., inter alia, (a) seeking a rescission of the majority
shareholder of CSS as a director and officer of the Company, rescinding the
appointment of an officer of the Company as President and Chief Executive
Officer, ordering return of the shares issued to the Company, and reestablishing
the majority shareholder of CSS, as President CEO and director of the Company,
(b) seeking damages in the amount of $85,000, and (c) seeking punitive damages.
Management denied all allegations, and filed counterclaims in an amount in
excess of $5,000,000.

In March 2005, there was a settlement reached in this action, which is subject
to formal approval by the Court and will not be effective until such approval is
received. The pending settlement will include the release of all claims by all
parties, the reverse of the prior acquisition transaction between the parties,
and the spin-off of all assets and liabilities of the AAMPRO Group, Inc. and its
related subsidiaries to its shareholder into multiple publicly traded entities.
The Court approved the settlement in August 2005, and the Company is proceeding
forward with the legal filings needed to implement the settlement.

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


                                       9
<PAGE>

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, 2005, 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.

                                            Common Stock
                                          High          Low
                                      --------------------------
Quarter ended:
March 31, 2004                            0.040        0.020
June 30, 2004                             0.025        0.008
September 30, 2004                        0.020        0.008
December 31, 2004                         0.015        0.008
March 31, 2005                            0.015        0.008
June 30, 2005                             0.009        0.006
September 30, 2005                        0.013        0.005
December 31, 2005                         0.0085       0.005

      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.


                                       10
<PAGE>

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, 2005.

                                                      Years ended December 31,

                                                         2005           2004
                                                      ---------      ---------
Percentage of sales:

Revenues, net                                             100.0%         100.0%
Cost of sales                                              62.2%          82.3%
                                                      ---------      ---------
Gross profit                                               37.8%          17.7%

General and administrative                                 81.3%          84.9%

Total operating expenses                                   83.6%         130.2%

Loss from operations                                      (45.7%)       (112.5%)

Other (expense) income, net                                (8.3%)         (4.7%)

Loss before income taxes                                  (54.0%)       (117.2%)

Income taxes/benefits                                        --             --
                                                      ---------      ---------
Net(loss)                                                 (54.0%)       (117.2%)
                                                      =========      =========

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.


                                       11
<PAGE>

The Company's overall net revenues increased from $1,440,550 in 2004 to
$1,810,576 for the year ended December 31, 2005. Revenues for 2005 were derived
from compensation of worksite employees, along with revenues generated from the
staffing and the payroll divisions for all quarters. All revenues in 2004 were
from compensation of worksite employees generated from the AAMPRO, Inc.
subsidiary for the full year, and included revenues for the staffing and payroll
divisions for the last quarter of the year. Gross revenues from worksite
employees decreased from $14,900,000 in 2004 to $11,500,000 in 2005 as a result
in the decline in the number of clients and employees serviced by this segment.
Net revenues from worksite employees decreased from $1,322,993 in 2004 to
$1,025,237 in 2005. Staffing revenues increased from $113,664 in 2004 to
$556,370 in 2005, and payroll processing revenues increased from $3,913 in 2004
to $228,969 in 2005, primarily due to the inclusion of a full year of operations
for these two segments in 2005, as compared to only the last quarter of
operations in 2004.

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 82.3% in
2004 to 62.2% in 2005 primarily due to decrease in worksite employee revenues
and costs, offset by the inclusion of higher margin revenues from staffing and
payroll processing segments for the full year in 2005 as compared to for only
the last quarter in 2004.

OPERATING EXPENSES

                                    2005                2004
                                 -----------         -----------
General, sell
  and administrative             $ 1,472,217         $ 1,517,044

Percentage of net sales                 81.3%               84.9%

      General, selling and administrative expenses are comprised principally of
stock based compensation (in terms of shares and options issued in lieu of
consulting fees) as well as salaries and benefits of administrative personnel,
fees for professional services and facilities. General, selling and
administrative expenses decreased from $1,517,044 in 2004 to $1,472,217 in 2005,
resulting primarily from the decline in stock based compensation and general
cost containment. Stock based compensation was $84,250 in 2005 as compared to
$239,950 in 2004, or a general decrease of $155,700 as a result of the decrease
in the number and amount of officers, employees and consultants receiving stock
based compensation. In 2004, 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 stock based
compensation in the statement of operations.


                                       12
<PAGE>

INCOME TAXES

The Company is in a net operating loss position. No provision for income taxes
has been provided in either 2004 or 2005 as the Company generated losses in
those years.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash used in operating activities during 2005 was $11,929 as compared
to net cash provided by operations of $24,651 in 2004, or a net increase of
$36,580, primarily attributed to increases in the impairment costs related to
certain asset write offs, increases to receivables and other assets, offset by
increases in (net) liabilities.

      Net cash used in investing activities in 2005 was $4,945 as compared to
$5,646 in 2004, or decrease of $701, attributed to the decrease in the purchase
of equipment.

      Net cash used by financing activities in 2005 was $21,373 as compared to
$38,558 in 2004, or a decrease of $17,185. The decrease from 2004 to 2005 was
primarily due to payments on notes payable in 2005, as compared to the proceeds
received from the sale of common stock, offset by payments on notes receivable
and a note payable in 2004.

      The Company's capital requirements are dependent on several factors,
including marketing, acquisitions, and professional fees and consulting
expenses. At December 31, 2005, the Company had cash and cash equivalents
totaling $88,612 as compared to $126,859 at December 31, 2004. The 2005 working
capital shortfall of current assets in excess of current liabilities was
$3,226,623 as compared to $2,477,078 at December 31, 2004, primarily due to
health benefit and payroll liabilities of $3,383,482 as of December 31,2005.
Although the Company's working capital is currently in a shortfall position, we
believe that our current cash and cash equivalents along with cash to be
generated by existing and new business operations in 2006 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.


                                       13
<PAGE>

RISKS AND UNCERTAINTY

      Our business is subject to the effects of general economic conditions, and
in particular competition and government regulation.

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

      o     Adverse changes in general economic conditions
      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.

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

CRITICAL ACCOUNTING POLICIES

Revenue Recognition and Returns


                                       14
<PAGE>

Item 7: Financial Statements


Index to Item 7: Financial Statements                                       Page
-------------------------------------                                       ----
Report of Independent Registered Public Accounting Firm                     F-1
Consolidated Balance Sheet                                                  F-2
Consolidated Statements of Operations                                       F-3
Consolidated Statements of Stockholders' Deficit                            F-4
Consolidated Statements of Cash Flows                                       F-5
Notes to Consolidated Financial Statements                                  F-6


                                       15
<PAGE>

                     Bagell, Josephs, Levine & 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, 2005 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended December 31, 2005 and 2004. 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, 2005, and the results of its operations and
its cash flows for the years ended December 31, 2005 and 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements for December 31, 2005 and
2004 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, LEVINE & COMPANY, LLC
BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
Gibbsboro, New Jersey
April 21, 2006


                                      F-1
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                December 31, 2005

<TABLE>
<S>                                                                 <C>
                                     Assets

Current Assets
     Cash                                                           $      88,612
     Accounts receivable, net of allowance of $185,236                    403,730
     Other current assets                                                  85,041
                                                                    -------------
        Total Current Assets                                              577,383

Customer lists, net of accumulated amortization of $527,800                59,800
Property and equipment                                                     18,683
                                                                    -------------
        Total Assets                                                      655,866
                                                                    =============

                     Liabilities and Stockholders' (Deficit)

Current Liabilities
     Accounts payable                                                     132,835
     Accrued expenses                                                     202,149
     Health benefits payable                                              971,731
     Payroll taxes payable                                              2,411,751
     Installment notes payable                                             29,705
     Client deposits                                                       85,805
                                                                    -------------
        Total Current Liabilities                                       3,833,976
                                                                    -------------

Stockholders'  (Deficit)
     Common stock, no par value, 300 million shares authorized,
       53,452,860 issued and outstanding                                   53,453
     Additional paid-in capital                                         2,018,507
     Accumulated (deficit)                                             (5,250,070)
                                                                    -------------

        Total Stockholders' (Deficit)                                  (3,178,110)
                                                                    -------------

        Total Liabilities and Stockholders'  (Deficit)              $     655,866
                                                                    =============
</TABLE>

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


                                      F-2
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                       --------------------------------
                                                            2005              2004
                                                       --------------    --------------
<S>                                                    <C>               <C>
Revenues
Employee leasing revenue                               $    1,025,237    $    1,322,993
Staffing revenue                                              556,370           113,644
Payroll processing revenue                                    228,969             3,913
                                                       --------------    --------------
        Total Revenue                                       1,810,576         1,440,550

Cost of Services                                            1,125,362         1,185,815
                                                       --------------    --------------

Gross Profit                                                  685,214           254,735
                                                       --------------    --------------

Operating Expenses
     General, selling and administrative expenses           1,472,217         1,517,044
     Depreciation                                              21,919            27,835
     Reserve for uncollectible note receivable                     --           299,595
     Amortization                                              18,850            31,525
                                                       --------------    --------------
        Total Operating Expenses                            1,512,986         1,875,999
                                                       --------------    --------------

Loss From Operations                                         (827,772)       (1,621,264)
                                                       --------------    --------------

Other Income (Expense)
     Interest income                                              777             1,663
     Interest expense                                         (50,699)           (9,611)
     Impairment of customer list                             (100,750)          (59,800)
                                                       --------------    --------------

        Total Other Income (Expense)                         (150,672)          (67,748)
                                                       --------------    --------------

Loss Before Income Taxes                                     (978,444)       (1,689,012)

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

Net Loss                                               $     (978,444)   $   (1,689,012)
                                                       ==============    ==============

Loss Per Share (Basic and Diluted)                     $        (0.02)   $        (0.03)
                                                       ==============    ==============

Weighted Average Number of Common Shares Outstanding       53,380,942        52,746,177
                                                       ==============    ==============
</TABLE>

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


                                      F-3
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                Consolidated Statement of Stockholders' (Deficit)

<TABLE>
<CAPTION>
                                                            Common Stock
                                                     ----------------------------    Additional
                                                      Number of                        Paid In        Accumulated
                                                        Shares          Amount         Capital         (Deficit)        Total
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>             <C>
Balance, January 1, 2004                               49,999,989    $     50,000    $  1,642,331    $ (2,582,614)   $   (890,283)

Issuance of common stock for cash                       2,000,000           2,000          45,000              --          47,000

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 the year ended December 31, 2004                  --              --              --      (1,689,012)     (1,689,012)
                                                     ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2004                             53,102,860          53,103       1,931,607      (4,271,626)     (2,286,916)

Options issued for consulting services                         --              --          84,250              --          84,250

Issuance of common stock for cash                         350,000             350           2,650              --           3,000

Net loss for year ended December 31, 2005                      --              --              --        (948,474)       (948,474)
                                                     ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2005                             53,452,860    $     53,453    $  2,018,507    $ (5,220,100)   $ (3,148,140)
                                                     ============    ============    ============    ============    ============
</TABLE>

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


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Years Ended December 31,
                                                                                  ----------------------------
                                                                                      2005            2004
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
Cash Flows From Operating Activities
     Net Loss                                                                     $   (948,444)   $ (1,689,012)
     Adjustments to Reconcile Net Loss to Net Cash Provided by Operations
        Bad debt expense                                                                    --          75,000
        Depreciation and amortization                                                   40,769          59,360
        Reserve for uncollectible note receivable                                           --         299,595
        Impairment of customer lists                                                   100,750          59,800
        Write-off of investment                                                             --          72,500
        Stock based compensation                                                        84,250         239,950
     Decrease (Increase) in Assets
        Accounts receivable                                                            (53,415)         53,995
        Other assets                                                                   (53,368)         (3,838)
     Increase (Decrease) in Liabilities
        Accounts payable and accrued expenses                                         (117,921)        (89,781)
        Health benefits payable                                                        (29,163)         38,379
        Payroll taxes payable                                                          954,867         916,989
        Client deposits                                                                  9,746          (8,286)
                                                                                  ------------    ------------
            Net Cash (Used in) Operating Activities                                    (11,929)         24,651
                                                                                  ------------    ------------
Cash Flows From Investing Activities
     Purchase of equipment                                                              (4,945)         (5,646)
                                                                                  ------------    ------------
            Net Cash (Used in) Investing Activities                                     (4,945)         (5,646)
                                                                                  ------------    ------------
Cash Flows From Financing Activities
     Cash paid for note receivable                                                          --         (57,656)
     Proceeds from sale of stock                                                         3,000          47,000
     Repayment of notes payable                                                        (24,373)        (27,902)
                                                                                  ------------    ------------
            Net Cash  (Used in) Financing Activities                                   (21,373)        (38,558)
                                                                                  ------------    ------------
Net (Decrease) in Cash                                                                 (38,247)        (19,553)
Cash at Beginning of Year                                                              126,859         146,412
                                                                                  ------------    ------------
Cash at End of Year                                                               $     88,612    $    126,859
                                                                                  ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for:
        Interest Expense                                                          $     50,699    $      9,611
                                                                                  ============    ============
        Income Taxes                                                              $         --    $         --
                                                                                  ============    ============

NON-CASH INVESTING AND FINANCING ACTIVITIES
     Issuance of shares for investments in non-related companies                  $         --    $     72,500
                                                                                  ============    ============
     Return of shares issued for investment in non-related company                $         --    $     67,071
                                                                                  ============    ============
</TABLE>

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


                                      F-5
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

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 employee
            leasing, 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.

            On September 29, 2003, the Company formed AAMPRO Pay, LLC (AAMPRO
            Pay). AAMPRO LLC 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
            intercompany 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 $185,236 as of December 31, 2005.

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

     Revenue Recognition
            As it pertains to the employee leasing division, the Company records
            net revenue in accordance with Emerging Issues Task Force Issue No.
            99-19, "Reporting Revenues Gross as a Principal Versus Net as an
            Agent". The Company records revenue as services are provided. The
            Company's revenues consist of administrative fees paid by its
            clients under Shared Employer Agreements, which are based upon each
            worksite employee's gross pay and a markup, computed as a percentage
            of the gross pay. The Company includes the component of its
            comprehensive service fees related to the gross pay of its worksite
            employees as revenue. In consideration for payment of such service
            fees, the Company agrees to pay the following direct costs
            associated with the worksite employees: (i) salaries and wages; (ii)
            employment-related taxes; and (iii) workers' compensation insurance
            premiums. The Company accounts for fees and the related direct costs
            using the accrual method. Under the accrual method, fees related to
            worksite employees with earned but unpaid wages at the end of each
            period are recognized as unbilled revenues and the related direct
            costs for such wages are accrued as a liability during the period in
            which wages are earned by the worksite employee. Subsequent to the
            end of each period, the related fees are billed. Gross billings for
            leased employees of $11.5 million and $14.9 million were recognized
            for the years ended December 31, 2005 and 2004, respectively, less
            worksite employee payroll costs of $9.7 and $13.5 million,
            respectively, for the same periods.


                                      F-6
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Revenue Recognition, Continued
            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.

      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.

      Advertising Costs
            Advertising costs are charged to operations when incurred.
            Advertising expense was $11,920 and $3,092 for the years ended
            December 31, 2005 and 2004 respectively.

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

      Concentrations of 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.

      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.


                                      F-7
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      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 first quarter of 2006
            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.

      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 10.

            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 2004 consolidated financial statements have
            been reclassified to conform to the 2005 consolidated financial
            statement presentation. In addition, the Company reclassified $3,000
            from additional paid-in capital to liability for stock to be issued
            (included in accounts payable) for cash received in 2004, for shares
            issued in 2005. This transaction had no effect on net income for the
            years ended December 31, 2004 and 2005.

NOTE 2 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

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

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


                                      F-8
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 3 - PROPERTY AND EQUIPMENT

      Property and equipment, at cost, consists of the following at December 31,
      2005:

            Computer equipment and software                         $    139,467
            Office furniture                                               4,500
                                                                    ------------
               Total                                                     143,967
            Less: accumulated depreciation                               125,284
                                                                    ------------
               Total                                                $     18,683
                                                                    ============

      Depreciation expense charged to operations amounted to $21,919 and $27,835
      for the years ended December 31, 2005 and 2004, respectively.

NOTE 4 - 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 $18,850 for
      the year ended December 31, 2005 and $31,525 for the year ended December
      31, 2004.

      During 2005 and 2004, the Company determined that, based on active
      customers at December 31, 2005 and 2004, the carrying amount of the above
      customer lists exceeded its fair value by $100,750 and $59,800,
      accordingly, an impairment loss of that amount was recognized and is
      included in other expenses.

NOTE 5 - EMPLOYEE BENEFIT PLANS

      Medical Benefit Plans

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

      The Company had a self-insured plan that was a self-funded employee
      welfare benefit plan pursuant to the Employee Retirement Income Security
      Act of 1974, as amended. The plan administration was provided by a third
      party Claims Supervisor for claim form submissions, correspondence,
      benefit determinations, claim processing and disbursement preparation. The
      Company was protected against unanticipated catastrophic claims through an
      individual excess insurance risk policy. The Plan was discontinued January
      1, 2005.

      Accrued Health Insurance Plan Claims as of December 31, 2005 amounted to
      $971,731, and consists of amounts due to providers based on claims filed
      as of December 31, 2004.


                                      F-9
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 6 - INSTALLMENT NOTES PAYABLE

      Installment notes payable is comprised of the following:

            Installment Notes

               Interest at 10.0% due in monthly installments
               of $1,033 including interest through May 2006.
               Secured by equipment.                                 $    23,220

               Interest at 10% due in monthly installments
               of $599 including interest through April 2006.
               Secured by software.                                        2,321

               Interest at 14.9% due in monthly installments
               of $864 including interest through June 2006.
               Secured by equipment.                                       4,164
                                                                     -----------

               Total                                                 $    29,705
                                                                     -----------

NOTE 7 - INCOME TAXES

      The provision for income taxes consists of the following:

                                                            December 31,
                                                      --------------------------
                                                          2005          2004
                                                      -----------    -----------
            Current
               Federal                                $        --    $        --
               State                                           --             --
                                                      -----------    -----------

                                                      $        --    $        --
                                                      ===========    ===========

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

            Federal and State Net Operating Losses    $ 1,880,000
            Less:  Valuation Allowances                (1,880,000)
                                                      -----------
            Net Deferred Tax Assets                   $        --
                                                      ===========


                                      F-10
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 7 - INCOME TAXES, Continued

      The Company has net operating loss carryforwards for federal income tax
      purposes of approximately $4,700,000, which expires in 2023 and 2024. The
      Company has net operating loss carryforwards for state income tax purposes
      of approximately $4,800,000, 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                     0%
                                                ==========

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, 2005 and 2004 was $50,387
      and $80,130, respectively.

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.


                                      F-11
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

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 officer shall annually be granted
      5,400,000 options to purchase the Company's common stock. The agreement
      between the Company and the officer expires on March 31, 2008. The options
      are fully vested when granted, have an exercise price equal to the fair
      market value of the Company's common stock on the date of each grant and a
      life of 10 years. On April 10, 2004 and 2005, the Company granted
      5,400,000 options at an exercise price of $0.03 and $0.01, respectively.

      On April 10, 2003, the Company entered into an option agreement with an
      employee of the Company, whereby, the employee shall annually be granted
      900,000 options to purchase the Company's common stock. The agreement
      between the Company and the employee expires on March 31, 2008. The
      options are fully vested when granted, have an exercise price equal to the
      fair market value of the Company's common stock on the date of each grant
      and a life of 10 years. On April 10, 2004 and 2005, the Company granted
      900,000 options at an exercise price of $0.03 and $0.01, respectively.

      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
      consultant shall annually be granted 2,550,000 options to purchase the
      Company's common stock. The agreement between the Company and the
      consultant expires on March 31, 2008. The options are fully vested when
      granted, have an exercise price equal to the fair market value of the
      Company's common stock on the date of grant and a life of 10 years. On
      April 10, 2004 and 2005, the consultant was granted 2,550,000 options at
      an exercise price of $0.03 and $0.01, respectively.

      The 2005 options granted have been valued at an aggregate value of
      $44,250.The fair value was determined as of the date of grant using the
      Black Scholes pricing model, based on the following assumptions; annual
      expected rate of return of 0%, annual volatility of 186% and a risk free
      interest rate of 4.14%.

      On September 19, 2005, the Company entered into an agreement with a
      consultant to issue to the consultant or its designee, 3 million common
      shares, warrants exercisable over a five year period to acquire up to 5
      million shares based on a fair value exercise price on the date of
      issuance, and a stock right to purchase up to 5 million common shares of
      the Company within the next year at the fair value exercise price on the
      date of issuance. As of December 31, 2005, 3 million common shares have
      not been issued to the consultant. The Company has accrued $16,500 of
      consulting expense as of December 31, 2005, which represents the fair
      value of the three million shares on the date of the agreement. The
      securities (warrants and stock rights) issued to the consultant have been
      valued at $40,000. The total securities issued have been valued at an
      aggregate value of $56,500. The fair value was determined as of the date
      of grant using the Black Scholes pricing model, based on the following
      assumptions; annual expected rate of return of 0%, annual volatility of
      141% and a risk free interest rate of 4.11%.


                                      F-12
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                           December 31, 2005 and 2004

NOTE 9 - STOCK BASED COMPENSATION, Continued

      The following table summarizes stock options activity during 2005 and
      2004:

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

      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
      Granted                                      8,850,000               0.01
      Exercised                                           --                 --
      Expired                                       (300,000)               0.17
                                              --------------     --------------
      Options Outstanding at
      December 31, 2005                           26,550,000     $         0.07
                                              ==============     ==============

      The fair value of the options granted in 2005 was $84,250. 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 140% and a risk free
      interest rate of 4.11%.

      The weighted average per share contractual remaining life of the options
      outstanding at December 31, 2005 were 6.5 years.

NOTE 10 - CAPITAL STOCK

      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, 2005 none of the warrants
      have been exercised.


                                      F-13
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                             December 2005 and 2004

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 as 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. No
      shares of Telco have been distributed as of December 31, 2005.

      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 aggregate value of these investments totaled
      $72,000. 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.

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, Inc. The Company evaluates the performance of these
      segments based upon multiple variables including revenues and profit or
      loss.

      The segment's profit and loss components and schedule of assets as of
      December 31, 2005 are as follows:

<TABLE>
<CAPTION>
                                                     Employee       Payroll
                                      Leasing        Staffing      Processing       Total
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
Cost of sales                       $   581,515    $   543,424    $       423    $ 1,125,362
General and administrative
  expenses                            1,040,110        132,834        299,273      1,472,217
Interest income                             604            172              1            777
Depreciation expense                     21,521            312             86         21,919
Provision for income tax                     --             --             --             --
Segment net (loss)                     (787,596)      (120,036)       (70,812)      (978,444)
Segment assets                      $   613,419    $    31,915    $    10,532    $   655,866
</TABLE>


                                      F-14
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                             December 2005 and 2004

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

<TABLE>
<CAPTION>
                                                     Employee       Payroll
                                      Leasing        Staffing      Processing       Total
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
Cost of sales                       $ 1,072,366    $   109,536    $     3,913   $ 1,185,815
General and administrative
  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                      $   736,321    $    29,668    $     7,915   $   773,904
</TABLE>

NOTE 13 - LITIGATION SETTLEMENT

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

      In March 2005, there was a settlement reached in this action, which is
      subject to formal approval by the Court and will not be effective until
      such approval is received. The pending settlement will include the release
      of all claims by all parties, the reverse of the prior acquisition
      transaction between the parties, and the spin-off of all assets and
      liabilities of the AAMPRO Group, Inc. and its related subsidiaries to its
      shareholder into multiple publicly traded entities. The Court approved the
      settlement in August 2005, and the Company is proceeding forward with the
      legal filings needed to implement the settlement.

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


                                      F-15
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                             December 2005 and 2004

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.

NOTE 15- EARNINGS PER SHARE OF COMMON STOCK

      Historical net income (loss) per common share is computed using the
      weighted average number of common shares outstanding. Diluted earnings per
      share (EPS) includes additional dilution from common stock equivalents,
      such as stock issuable pursuant to the exercise of stock options and
      warrants. Common stock equivalents were not included in the computation of
      diluted earnings per share at December 31, 2005 and 2004 when the Company
      reported a loss because to do so would be anti-dilutive for periods
      presented.

      The following is a reconciliation of the computation for basic and diluted
      EPS for the years ended December 31: 2005 2004

      Net Loss                                  $  (978,444)       $(1,689,012)

      Weighted-average common shares
      outstanding (Basic)                        53,380,942         52,746,177

      Weighted-average common shares
      outstanding (Diluted)                      53,380,942         52,746,177


                                      F-16
<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 as of the end of the report, and, based on their evaluation, the
Company's Chief Executive Officer has concluded that these controls and
procedures were effective. There were no significant changes in the Company's
internal controls over financial reporting identified in connection with an
evaluation thereof that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over fiscal reporting.

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.


                                       16
<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               60      Chairman, CEO, CFO and Director
Terri Munkirs                   57      President of AAMPRO Pay, LLC
Joanne Widitz                   62      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.


                                       17
<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 for 2004.


                                       18
<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                               2005     $109,200           $189,972
Joanne Widitz, VP Administration                  2005       55,000           $     --
Terry Munkirs, President of AAMPRO Pay, LLC       2005     $109,200           $ 36,527
</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
                     Securities        Percent of
                     Underlying       Total Options        Exercise
                      Options          Granted to         Price Per         Expiration
    Name              Granted         Employees In          Share              Date
--------------     --------------    ---------------    --------------    --------------
<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>


                                       19
<PAGE>

OPTION EXERCISES AND YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                              Number of Securities
                                                             Underlying Unexercised
                                                              Options at FY-End (#)
                                                        --------------------------------
                       Shares
                     Acquired on         Value
    Name              Exercise          Realized          Exercisable      Unexercisable
--------------     --------------    ---------------    --------------    --------------
<S>                <C>               <C>                <C>               <C>
Stephen Farkas                 --                 --        10,800,000                --
Terri Munkirs                  --                 --         1,800,000                --

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


    Name                                                  Exercisable      Unexercisable
--------------                                          --------------    --------------
<S>                                                     <C>               <C>
Stephen Farkas                                                      --                --
Terri Munkirs                                                       --                --
</TABLE>

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, 2005


                                       20
<PAGE>

                                          Amount and Nature
                                            of Beneficial       Percent of
Name of Beneficial Owner                      Ownership            Class
------------------------                   ---------------    ---------------

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%

(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


                                       21
<PAGE>

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

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, Levine and Company for the audit of the Company's annual financial
statements for 2005 and 2004 and billed for other services rendered by Bagell,
Josephs, Levine and Company.

                                                    2005             2004
                                                 ----------       ----------

      Audit fees, including fees paid in 2005
      for services performed in 2006 and
      excluding audit related fees               $   19,592       $   17,185

      All other fees                                     --               --

      Audit related                                      --               --

      Other non-audit                                    --               --

      Services                                           --               --

      Total all other fees                               --               --
                                                 ----------       ----------
      Total                                      $   19,592       $   17,185
                                                 ----------       ----------


                                       22
<PAGE>

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.

--------------------------------------------------------------------------------
Signature                        Title                           Date
--------------------------------------------------------------------------------


/s/ Stephen Farkas               Chief Executive Officer,        April 27, 2006
-------------------------        Chief Financial Officer
(Stephen Farkas)                 President and Director
--------------------------------------------------------------------------------


                                       23
<PAGE>

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


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