**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, 2006.


.


o
      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 IdentificationIncorporation
                  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
o








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. o





Issuer's
      revenues for its most recent fiscal year: $ 1,859,604.





Aggregate
      market value of the voting stock held by non-affiliates of the registrant,
      based
      upon the closing price of the Common Stock on March 30, 2007:
      $132,884.





Number
      of
      shares outstanding of each of the registrant's classes of common stock as of
      March 30, 2007: 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


**AAMPRO
      GROUP, INC.**


**2006
      FORM 10-KSB ANNUAL REPORT**


**Table
      of Contents**





Trademarks/DefinitionsPART
                IItem
                1. BusinessItem
                2. PropertiesItem
                3. Legal ProceedingsItem
                4. Submission of Matters to a Vote of Security HoldersPART
                IIItem
                5. Market for the Registrant's Common Equity and Related
              Stockholder
                MattersItem
                6. Management's Discussion and Analysis of Financial
              Condition
                and Results of OperationsItem
                7. Financial StatementsItem
                8. Changes in and Disagreements with Accountants on
              Accounting
                and Financial DisclosureItem
                8A. Controls and ProceduresPART
                IIIItem
                9. Directors and Executive Officers of the RegistrantItem
                10. Executive CompensationItem
                11. Security Ownership of Certain Beneficial Owners and
                ManagementItem
                12. Certain Relationships and Related TransactionsItem
                13. Exhibits, Financial Statements, and Reports on Form 8-K
                SignaturesItem
                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




**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:




·
            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.





·
            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


**The
      Staffing Industry**




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






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






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




**Customers**





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




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





•  Legal


•  Accounting


•  Manufacturing




5




•  Warehousing


•  Automobile


•  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




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 2006.




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.





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.




7




**Employees**





As
      of
      December 31, 2006, the Company employed 9 full-time corporate, administrative,
      staffing, and sales employees and approximately 225 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




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




**Item
      2: Properties**





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





**Item
      3: Legal Proceedings**





In
      August
      2003, Alan Sporn and Corporate and Shareholder Solutions, Inc. filed a suit
      against the Company in the Superior Court of New Jersey, Chancery Division,
      Hunterdon County, alleging, among other things, breach of contract and the
      issuance of certain shares of preferred stock which the plaintiffs claim are
      allegedly due to them. In March 2005, there was a settlement reached in this
      action, which was subject to formal approval by the Court and to be effective.
      In January, 2007, after additional negotiations between the parties, the parties
      reached a revised settlement structure which was approved by the Court and
      is
      awaiting implementation by the parties. 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 shareholders
      as
      multiple publicly tradable entities. Promptly after the filing of this Form
      10-KSB, the parties will take all actions necessary to effectuate the terms
      of
      the settlement. Simultaneously therewith, there will be a change of control
      of
      the Company, and the current business of the Company will be continued to its
      subsidiaries. See, Subsequent Events in the Notes to the Company’s Financial
      Statements.





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





None





**PART
      II**





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





As
      of
      December 31, 2006, there were 325 stockholders of record. The Company believes
      that it has approximately 1,000 beneficial stockholders.




9


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
                StockHigh
            LowQuarter
                ended:March
                31, 2005
            0.015
            0.008June
                30, 2005
            0.009
            0.006September
                30, 2005
            0.013
            0.0055December
                31, 2005
            0.0085
            0.005March
                31, 2006
            0.01
            0.005June
                30, 2006
            0.013
            0.006September
                30, 2006
            0.009
            0.0051December
                31, 2006
            0.008
            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.





**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 sales for the two-year period
      ended December 31, 2006. ****




YEARS
                ENDED DECEMBER 31,2006
            2005Revenue,
                net
            100.0%
            100.0%Cost
                of Revenues
            64.5%
            62.2%Gross
                Profit
            35.5%
            37.8%Operating
                ExpensesG&A
            97.6%
            138.1%Stock
                based compensation
            3.3%
            4.7%Total
                operating expenses
            100.9%
            142.8%Loss
                from operations
            -65.4%
            -105.0%Other
                Income <expense>, net
            1.3%
            -8.3%Loss
                before income taxes
            -64.1%
            -113.3%Income
                tax benefits
            0.0%
            0.0%Net
                loss
            -64.1%
            -113.3%




10




**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




The
      Company's overall net revenues increased $49,028 going from $1,810,576 in 2005
      to $1,859,604 for the year ended December 31, 2006. Revenues for 2006 were
      derived from compensation of worksite employees (net), along with revenues
      generated from the staffing and the payroll divisions. Gross revenues from
      worksite employees decreased from $11,500,000 in 2005 to $10,100,000 in 2006
      as
      a result in the decline in the number of clients and employees serviced by
      this
      segment, and net revenues from worksite employees decreased by $70,959 from
      $1,025,237 in 2005 to $954,278 in 2006. Staffing revenues increased by $109,607
      going from $556,370 in 2005 to $665,977 in 2006, and payroll processing revenues
      increased by $10,380 going from $228,969 in 2005 to $239,349 in
      2006.




**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 62.2% in 2005 to 64.5%
      in 2006and gross margins decreased from 37.8% in 2005 to 35.5% in 2006 as a
      result in the decline in the number of clients and employees serviced by this
      segment, offset by the inclusion of higher margin revenues from staffing and
      payroll processing segments in 2006.




**OPERATING
      EXPENSES**




The
      following table sets forth the components of operating expense and the
      percentage of net sales for the two-year period ended December 31,
      2006:


2006
              
              2005General,
                  sellingand
                  administrative
              
              $
              1,814,458
              
              $
              2,499,736Percentage
                  of net sales
              
              
              97.6
              %
              
              138.1
              %Stock
                  Based Compensation
              
              $
              61,950
                  $
              
              
              84,250Percentage
                  of net sales
              
              
              3.3
              %
              
              4.7
              %Total
                  Operating Expenses
              
              $
              1,876,408
              
              $
              2,583,986Percentage
                  of net sales
              
              
              100.9
              %
              
              104.9
              %




12




Operating
      expenses are comprised principally of salaries and benefits of administrative
      personnel, fees for professional services and facilities as well as stock based
      compensation. General, selling and administrative expenses decreased by $685,278
      from $2,499,736 in 2005 to $ 1,814,458 in 2006, resulting primarily from the
      decline in stock based compensation, general cost containment and interest
      and
      penalties on payroll taxes. Stock based compensation was $84,250 in 2005 as
      compared to $61,950 in 2006, or a general decrease of $22,300 as a result of
      the
      decrease in the number and amount of officers, employees and consultants
      receiving stock based compensation. In both 2005 and 2006, 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. ****




**INCOME
      TAXES**




The
      Company is in a net operating loss position. No provision for income taxes
      has
      been provided in either 2005 or 2006 as the Company generated losses in those
      years.




**NET
      LOSS**




In
      2006,
      the Company generated a net loss of $1,193,441 as compared to a net loss of
      $2,049,444 in 2005, or a net reduction of $856,003, primarily due to general
      cost controls and the reduction in 2006 related to lower interest costs and
      write down of certain intangibles, reduced interest and penalties on payroll
      taxes offset by other income of $34,227.




**LIQUIDITY
      AND CAPITAL RESOURCES**




Net
      cash
      provided by operating activities during 2006 was $125,688 as compared to net
      cash used by operations of $8,929 in 2005 , or a net increase of $134,617,
      primarily attributed to decreases in the impairment costs related to certain
      asset write offs and receivables and other assets, along with increases in
      (net)
      liabilities.




Net
      cash
      used in investing activities in 2006 was zero as compared to $4,945 in 2005
      attributed to the decrease in the purchases of equipment.




Net
      cash
      used by financing activities in 2006 was $9,884 as compared to $24,373 in 2005.
      The decrease from 2005 to 2006 was primarily due reduced payments on notes
      payable in 2006.




The
      Company's capital requirements are dependent on several factors, including
      marketing, acquisitions, and professional fees and consulting expenses. At
      December 31, 2006, the Company had cash and cash equivalents totaling $204,416
      as compared to $88,612 at December 31, 2005. The 2006 working capital shortfall
      of current liabilities in excess of current assets was $5,410,326 as compared
      to
      $3,226,623 at December 31, 2005, primarily due to net changes in the health
      benefit, payroll liabilities and accrued expenses of $4,920,011 as of December
      31, 2006. 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.




13




If
      cash
      generated from operations is insufficient to satisfy our liquidity requirements,
      we may seek to restructure the liabilities of the company and/or sell additional
      equity, debt securities and/or obtain a credit facility. The sale of additional
      equity or convertible debt securities could result in additional ownership
      dilution to our stockholders. The incurrence of indebtedness would result in
      an
      increase in our fixed obligations and could result in borrowing covenants that
      would restrict our operations. There can be no assurance that financing will
      be
      available in amounts or on terms acceptable to us, if at all. If financing
      is
      not available when required or is not available on acceptable terms, we may
      be
      unable to develop or enhance our products or services. In addition, we may
      be
      unable to take advantage of business opportunities or respond to competitive
      pressures. Any of these events could have a material and adverse effect on
      our
      business, results of operations and financial condition.





RISKS
      AND
      UNCERTAINTY





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





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





O     
      Adverse changes in general economic conditions


O     
      the Company might not be able to fund our working capital needs from cash
      flows


O     
      Increased competition


O     
      Litigation





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





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





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




14




CRITICAL
        ACCOUNTING POLICIES
 
 Revenue
        Recognition and Returns
 
 **Item
        7: Financial Statements**
 
 Index
                  to Item 7: Financial Statements
              PageReports
                  of Independent Certified Public Accountants
              17Consolidated
                  Balance Sheet
              18Consolidated
                  Statements of Operations
              19Consolidated
                  Statements of Stockholders' Equity
              20Consolidated
                  Statements of Cash Flows
              21Notes
                  to Consolidated Financial Statements
              22-32




15




**Page**Report
                  of Independent Registered Public Accounting Firm
              1Financial
                  StatementsConsolidated
                  Balance Sheet
              2Consolidated
                  Statements of Operations
              3Consolidated
                  Statements of Stockholders’ (Deficit)
              4Consolidated
                  Statements of Cash Flows
              5Notes
                  to the Consolidated Financial Statements
              6-16
  16
  **BAGELL,
          JOSEPHS, LEVINE & COMPANY, L.L.C.**
 Certified
          Public Accountants
 200
          Haddonfield Berlin Road, Suite 402
 Gibbsboro,
          New Jersey 08026-1239
 (856)
          346-2828 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, 2006, and the related consolidated statements
          of
          operations, stockholders’ (deficit), and cash flows for each of the years in the
          two-year period ended December 31, 2006. 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 the standards of 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. The
          Company
          is not required to have, nor were we engaged to perform, an audit of its
          internal control over financial reporting. Our audits included consideration
          of
          internal control over financial reporting as a basis for designing audit
          procedures that are appropriate in the circumstances, but not for the purpose
          of
          expressing an opinion on the effectiveness of the Company’s internal control
          over financial reporting. Accordingly, we express no such opinion. An audit
          also
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the consolidated financial statements, assessing the accounting
          principles used and significant estimates made by management, as well as
          evaluating the overall 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, 2006, and the results of its operations
          and its
          cash flows for each of the years in the two-year period ended December
          31, 2006
          in conformity with accounting principles generally accepted in the United
          States
          of America.
 
 The
          accompanying consolidated financial statements for December 31, 2006 and
          2005
          have been prepared assuming the Company will continue as a going concern.
          As
          discussed in Note 12 to the consolidated financial statements, the Company
          has
          sustained operating losses 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 described in Note 12.
          The
          consolidated financial statements do not include any adjustments that might
          result from the outcome of this uncertainty. As
			discussed in Note 11 to the financial statements, the accompanying
			financial statements have been restated as of December 31, 2005 and
			for the year ended December 31, 2005.
 
 BAGELL,
          JOSEPHS, LEVINE & COMPANY, L.L.C.
 Bagell,
          Josephs, Levine & Company, L.L.C.
 Gibbsboro,
          NJ 08026
 
 April
          16,
          2007
  AMERICAN
          INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
 CENTER
          FOR
          PUBLIC COMPANY AUDIT FIRMS (CPCAF)
 NEW
          JERSEY
          SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
 PENNSYLVANIA
          INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
 FLORIDA
          STATE BOARD OF ACCOUNTANCY
  17
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Consolidated
          Balance Sheet**
 **December
          31, 2006**
  AssetsCurrent
                    AssetsCash
                
                $
                204,416Accounts
                    receivable, net of allowance of $185,236
                
                
                389,256Other
                    current assets
                
                
                34,511Total
                    Current Assets
                
                
                628,183Customer
                    lists, net of accumulated amortization of $566,000
                
                
                21,600Property
                    and equipment
                
                
                8,125Total
                    Assets
                
                $
                657,908Liabilities
                    and Stockholders' (Deficit)Current
                    LiabilitiesAccounts
                    payable
                
                $
                150,134Accrued
                    expenses
                
                
                1,697,365Health
                    benefits payable
                
                
                907,864Payroll
                    taxes payable
                
                
                3,212,147Note
                    payable
                
                
                19,821Client
                    deposits
                
                
                51,178Total
                    Current Liabilities
                
                
                6,038,509Stockholders'
                    (Deficit)Common
                    stock, no par value, 300 million shares authorized,
                  53,452,860
                    issued and outstanding
                
                
                53,453Additional
                    paidin capital
                
                
                2,080,457Accumulated
                    (Deficit)
                
                
                (7,514,511
                )Total
                    Stockholders' (Deficit)
                
                
                5,380,601
                )Total
                    Liabilities and Stockholders' Deficit
                
                $
                657,908
 18
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Consolidated
          Statements of Operations**
  Year
                    Ended December 31,2006
                
                2005
                  RESTATEDEmployee
                    leasing revenue, net
                
                $
                954,278
                
                $
                1,025,237Staffing
                    revenue
                
                
                665,977
                
                
                556,370Payroll
                    processing revenue
                
                
                239,349
                
                
                228,969Total
                    Revenue
                
                
                1,859,604
                
                
                1,810,576Cost
                    of Services
                
                
                1,200,114
                
                
                1,125,362Gross
                    Profit
                
                
                659,490
                
                
                685,214Operating
                    ExpensesGeneral,
                    selling and administrative expenses
                
                
                1,814,458
                
                
                2,499,736Stock
                    based compensation
                
                
                61,950
                
                
                84,250Total
                    Operating Expenses
                
                
                1,876,408,
                
                
                2,583,986Loss
                    From Operations
                
                
                (1,216,918
                )
                
                (1,898,772
                )Other
                    Income (Expense)Interest
                    income
                
                
                901
                
                
                777Interest
                    expense
                
                
                (11,651
                )
                
                (50,699
                )Impairment
                    of customer list
                
                
                -
                
                
                (100,750
                )Other
                    income
                
                
                34,227
                
                
                -Total
                    Other Income (Expense)
                
                
                23,477
                
                
                (150,672
                )Loss
                    Before Income Taxes
                
                
                (1,193,441
                )
                
                (2,049,444
                )Income
                    Taxes
                
                
                -
                
                
                -Net
                    Loss
                
                $
                (1,193,441
                )
                $
                (2,049,444
                )Loss
                    Per Share (Basic and Diluted)
                
                
                (0.02
                )
                $
                (0.04
                )Weighted
                    Average Number of Common Shares Outstanding
                
                
                53,452,860
                
                
                53,380,942
 19
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Consolidated
          Statements of Stockholders' (Deficit)**
  Common
                    StockNumber
                    of
                
                Additional
                
                Paid
                    In
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                (Deficit)
                
                TotalBalance,
                    January 1, 2005
                
                
                53,102,860
                
                $
                53,103
                
                $
                1,931,607
                
                $
                (4,271,626
                )
                $
                (2,286,916
                )Options
                    issued for consulting services
                
                
                -
                
                
                -
                
                
                84,250
                
                
                -
                
                
                84,250Issuance
                    of common stock for cash
                
                
                350,000
                
                
                350
                
                
                2,650
                
                
                -
                
                
                3,000Net
                    Loss for Year Ended December 31, 2005 (RESTATED)
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,049,444
                )
                
                (2,049,444
                )Balance,
                    December 31, 2005
                
                
                53,452,860
                
                
                53,453
                
                
                2,018,507
                
                
                (6,321,070
                )
                
                (4,249,110
                )Options
                    issued for consulting services
                
                
                -
                
                
                -
                
                
                61,950
                
                
                -
                
                
                61,950Net
                    Loss for Year Ended December 31, 2006
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,193,441
                )
                
                (1,193,441
                )Balance,
                    December 31, 2006
                
                
                53,452,860
                
                $
                53,453
                
                $
                2,080,457
                
                $
                (7,514,511
                )
                $
                (5,380,601
                )
 20
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Consolidated
          Statements of Cash Flows**
  Years
                    Ended
                  December
                    31,2006
                
                2005
                  RestatedCash
                    Flows From Operating ActivitiesNet
                    Loss
                
                $
                (1,193,441
                )
                $
                (2,049,444
                )Adjustments
                    to Reconcile Net Loss to Net Cash Provided by OperationsDepreciation
                    and amortization
                
                
                48,758
                
                
                40,769Impairment
                    of customer lists
                
                
                -
                
                
                100,750Stock
                    and options issued for consulting services
                
                
                61,950
                
                
                84,250Decrease
                    (Increase) in AssetsAccounts
                    receivable
                
                
                14,474
                
                
                (53,415
                )Other
                    assets
                
                
                50,530
                
                
                (53,368
                )Increase
                    (Decrease) in LiabilitiesAccounts
                    payable and accrued expenses
                
                
                441,515
                
                
                956,079Health
                    benefits payable
                
                
                (63,867
                )
                
                (29,163
                )Payroll
                    taxes payable
                
                
                800,396
                
                
                954,867Client
                    deposits
                
                
                (34,627
                )
                
                9,746Net
                    Cash Provided by (Used in) Operating Activities
                
                
                125,688
                
                
                (8,929
                )Cash
                    Flows From Investing ActivitiesPurchase
                    of equipment
                
                
                -
                
                
                (4,945
                )Net
                    Cash (Used in) Investing Activities
                
                
                -
                
                
                (4,945
                )Cash
                    Flows From Financing ActivitiesRepayments
                    of note payable
                
                
                (9,884
                )
                
                (24,373
                )Net
                    Cash (Used in) Financing Activities
                
                
                (9,884
                )
                
                (24,373
                )Net
                    Increase (Decrease) in Cash
                
                
                115,804
                
                
                (38,247
                )Cash
                    at Beginning of Year
                
                
                88,612
                
                
                126,859Cash
                    at End of Year
                
                $
                204,416
                
                $
                88,612SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATIONCash
                    paid during the year for:Interest
                    Expense
                
                $
                11,652
                
                $
                50,699Income
                    Taxes
                
                $
                -
                
                $
                -  21
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Notes
          to the Consolidated Financial Statements**
 **December
          31, 2006 and 2005**
 
 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 intercomany 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,
          2006.
 
 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 straightline method over the estimated useful lives
          of the
          related assets: 35 years for computer equipment and software and 7 years
          for
          office furniture and equipment. Repairs and maintenance expenditures which
          do
          not extend the useful lives of related assets are expensed as incurred.
 
 Revenue
          Recognition
 As
          it
          pertains to the employee leasing division, the Company records net revenue
          in
          accordance with Emerging Issues Task Force Issue No. 9919, "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
  22
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Notes
          to the Consolidated Financial Statements**
 **December
          31, 2006 and 2005**
 
 NOTE
          1
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
 
 Revenue
          Recognition, Continued
 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 $10.1 million and $11.5 million were recognized for the years ended
          December
          31, 2006 and 2005, respectively, less worksite employee payroll costs of
          $8.3
          million and $9.7 million, respectively, for the same periods.
 
 Revenue
          for services provided under staffing contracts is 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 30day contingency period.
          Revenue from permanent placements, which are also considered fixed fee
          contracts, is recognized at the time the candidate begins the first full
          day
          after the completion of a required amount of temporary hours as stipulated
          in
          the Temp to Perm contract.
 
 Revenue
          for payroll processing services is 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
          $12,910
          and $11,920 for the years ended December 31, 2006 and 2005
          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.
  23
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Notes
          to the Consolidated Financial Statements**
 **December
          31, 2006 and 2005**
  NOTE
          1
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
 
 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.
 
 Share
          Based Payments
 
 The
          Company has adopted Statement of Financial Accounting Standards No. 123R,
          "Share
          Based Payments" ("SFAS 123R"). SFAS 123R requires entities to recognize
          compensation expense in an amount equal to the estimated fair value of
          the share
          based payments granted to employees and recognized in income over the requisite
          service period, which is generally the vesting period.
 
 Reclassifications
 
 Certain
          amounts in the 2005 consolidated financial statements have been reclassified
          to
          conform to the 2006 consolidated financial statement presentation. These
          reclassifications had no effect on net loss for the year ended December
          31,
          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.
 
 NOTE
          3
          PROPERTY AND EQUIPMENT
 
 Property
          and equipment, at cost, consists of the following at December 31,
          2006:
 
 Computer
                    equipment and software
                
                $
                139,467Office
                    furniture
                
                
                4,500Total
                
                
                143,967Less:
                    accumulated depreciation
                
                
                135,842Total
                
                $
                8,125
 
 Depreciation
          expense charged to operations amounted to $10,558 and $21,919 for the years
          ended December 31, 2006 and 2005, respectively.
 24
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Notes
          to the Consolidated Financial Statements**
 **December
          31, 2006 and 2005**
  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 straightline basis over 10 years.
          Amortization expense was $38,200 for the year ended December 31, 2006 and
          $18,850 for the year ended December 31, 2005.
 
 During
          2005, the Company determined that, based on active customers at December
          31,
          2005, the carrying amount of the above customer listed exceeded its fair
          value
          by $100,750, 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 fullyinsured medical benefits to employees. Participating
          employer customers may participate or opt to offer their own insurance
          coverage
          to employees.
 
 The
          Company had a selfinsured plan which was a selffunded 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, 2006, amounted to $907,864,
          and
          consists of amounts due to providers based on claims filed as of December
          31,
          2005.
 25
  **AAMPRO
          Group, Inc. and Subsidiaries**
 **Notes
          to the Consolidated Financial Statements**
 **December
          31, 2005 and 2004**
  NOTE
          6
          NOTE PAYABLE
 
 Note
          payable consists of an installment note which bears interest at 10.0% due
          in
          monthly installments of $1,033 including interest through May 2006. The
          note is
          secured by equipment. The balance due on this note is $19,821 at December
          31,
          2006. This note is currently in default.
 
 NOTE
          7
          INCOME TAXES
 
 The
          provision for income taxes consists of the following:
 
 December
                    31,2006
                
                2005CurrentFederal
                
                $
                -
                
                $
                -State
                
                
                -
                
                
                -$
                -
                
                $
                -
  The
          components of the Company’s deferred tax asset are as follows:
 
 Federal
                    and State Net Operating Losses
                
                $
                2,200,000Less:
                    Valuation Allowances
                
                
                (2,200,000
                )Net
                    Deferred Tax Assets
                
                $
                -
 
 The
          Company has net operating loss carryforwards for federal income tax purposes
          of
          approximately $5,500,000, which begin to expire in 2023. The Company has
          net
          operating loss carryforwards for state income tax purposes of approximately
          $5,600,000, which begin to expire in 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, 2005
          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, 2006 through
          2007, and $55,990 in 2008.
  26
  Rent
          expense for the years ended December 31, 2006 and 2005 was $67,180 and
          $50,387,
          respectively.
  27




**AAMPRO
      Group, Inc. and Subsidiaries**


**Notes
      to the Consolidated Financial Statements**


**December
      31, 2006 and 2005**




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
      April
      10, 2003, the Company entered into an option agreement with an officer of the
      Company, whereby, the officer was granted 5,400,000 options of the Company's
      common stock. The agreement between the Company and the officer expires on
      March
      31, 2008. On each anniversary (through 2008), the Company shall grant to the
      officer an additional 5,400,000 options at an exercise price equal to the fair
      market value of the Company's common stock on the date of each such grant.
      On
      April 10, 2006 and 2005, the Company granted 5,400,000 options at exercise
      prices of $0.007 and $0.03, respectively. In 2006 and 2005, the options have
      been valued at $37,800 and $51,408, respectively, using the BlackScholes
      Method.





On
      April
      10, 2003, the Company entered into an option agreement with an officer of the
      Company, whereby, the officer was granted 900,000 options of the Company's
      common stock. The agreement between the Company and the officer expires on
      March
      31, 2008. On each anniversary (through 2008), the Company shall grant to the
      officer an additional 900,000 options at an exercise price equal to the fair
      market value of the Company's common stock on the date of each such grant.
      On
      April 10, 2006 and 2005, the Company granted 900,000 options at an exercise
      price of $0.007 and $0.03, respectively. In 2006 and 2005, the options have
      been
      valued at $6,300 and $8,568, respectively, using the BlackScholes
      Method.





On
      April
      10, 2003, the Company entered into a consulting agreement with a consultant
      of
      the Company, whereby for services to be provided to the Company through March
      31, 2008, the consultant was granted 2,550,000 options of the Company's common
      stock. On each anniversary (through 2008), the Company shall grant to the
      consultant an additional 2,550,000 options at an exercise price equal to the
      fair market value of the Company's common stock on the date of each such grant.
      On April 10, 2006 and 2005, the Company granted 2,550,000 options at an exercise
      price of $0.007 and $0.03, respectively. In 2006 and 2005, the options have
      been
      valued at $17,850 and $24,274, respectively, using the Black-Scholes
      Method.





On
      September 19, 2005, the Company entered into an agreement with a consultant
      to
      issue to the consultant or its designee, three million common shares, options
      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, 2006,
      three million common shares have not been issued to the consultant. The Company
      has accrued $16,000 of consulting expense as of December 31, 2005 and a
      corresponding liability, which represents the fair value of the three million
      shares on the date of the agreement. The options issued to the consultant have
      been valued at $30,000 using the Black-Scholes Method.




28




**AAMPRO
      Group, Inc. and Subsidiaries**


**Notes
      to the Consolidated Financial Statements**


**December
      31, 2006 and 2005**




NOTE
      9  STOCK BASED COMPENSATION, Continued





The
      following table summarizes stock options activity during 2006 and
      2005:


Number
                of
              Options
            
            Weighted
                Average
              Exercise
              PriceOptions
                outstanding at January 1, 2005
            
            
            18,000,000
            
            $
            0.05Granted
            
            
            8,850,000
            
            
            0.01Exercised
            
            
            -
            
            
            -Expired
            
            
            (300,000
            )
            
            0.17Options
                outstanding at December 31, 2005
            
            
            26,550,000
            
            
            0.07Granted
            
            
            8,850,000
            
            
            0.007Exercised
            
            
            -
            
            
            -Expired
            
            
            -
            
            
            -Options
                Outstanding at December 31, 2006
            
            
            35,400,000
            
            $
            0.05





The
      fair
      value of the options granted in 2006 was $61,950 which was charged to
      compensation expense. The fair value was determined as of the date of grant
      using the BlackScholes pricing model, based on the following assumptions; annual
      expected rate of return of 0%, annual volatility of 120% and a risk free
      interest rate of 5.14%.





The
      fair
      value of the option granted in 2005 was $114,250 which was charged to
      compensation expense. The fair value was determined as of the date of grant
      using the BlackScholes pricing model, based on the following assumptions; annual
      expected return of 9%, annual volatility of 186% and a risk free interest rate
      of 4.14%.





The
      weighted average per share contractual remaining life of the options outstanding
      at December 31, 2006 was 6.5 years.





NOTE
      10  CAPITAL STOCK




29




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, 2006, none of the warrants have been
      exercised, and the option terms expired.




30




**AAMPRO
      Group, Inc. and Subsidiaries**


**Notes
      to the Consolidated Financial Statements**


**December
      2006 and 2005**





NOTE
      11  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,
      2006 are as follows:





Employee
              Leasing
            
            Staffing
            
            Payroll
              Processing
            
            TotalCost
                of sales
            
            $
            648,988
            
            $
            550,626
            
            $
            500
            
            $
            1,200,114Operating
                expenses
            
            
            1,413,033
            
            
            180,684
            
            
            282,691
            
            
            1,876,408Interest
                expense
            
            
            11,651
            
            
            -
            
            
            -
            
            
            11,651Interest
                income
            
            
            550
            
            
            261
            
            
            90
            
            
            901Segment
                net loss
            
            
            (1,084,617
            )
            
            (65,072
            )
            
            (43,752
            )
            
            (1,193,441
            )Segment
                assets
            
            $
            582,066
            
            $
            44,152
            
            $
            31,690
            
            $
            657,908





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





Employee
              Leasing
            
            Staffing
            
            Payroll
              Processing
            
            TotalCost
                of sales
            
            $
            581,515
            
            $
            543,424
            
            $
            423
            
            $
            1,125,362Operating
                expenses
            
            
            2,151,481
            
            
            133,146
            
            
            299,359
            
            
            2,583,986Interest
                income
            
            
            604
            
            
            172
            
            
            1
            
            
            777Segment
                net loss
            
            
            (1,858,596
            )
            
            (120,036
            )
            
            (70,812
            )
            
            (2,049,444
            )Segment
                assets
            
            $
            615,461
            
            $
            31,915
            
            $
            10,532
            
            $
            657,908




NOTE
      11 -
      RESTATEMENT





The
      December 31, 2005 financial statements have been restated to include an
      additional $1,071,000 in general, selling and administrative expenses. This
      amount represents an accrual of penalty and interest on certain payroll tax
      liabilities. This charge has increased the 2005 accrued expenses from $202,149
      to $1,273,149, accumulated deficit from $5,250,070 to $6,321,070, net loss
      from
      $978,444 to $2,049,444 and the net loss per basic and diluted share from $0.02
      to $0.04 as reflected in the restated financials.




NOTE
      12 -
      GOING CONCERN




T he
      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 2006 will be sufficient to meet its
      anticipated cash needs for working capital and capital expenditures for the
      next
      fiscal year.




31




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
      13-
      SUBSEQUENT EVENT





In
      August
      2003, Alan Sporn and Corporate and Shareholder Solutions, Inc. filed a suit
      against the Company in the Superior Court of New Jersey, Chancery Division,
      Hunterdon County, alleging, among other things, breach of contract and the
      issuance of certain shares of preferred stock which the plaintiffs claim are
      allegedly due to them. In March 2005, there was a settlement reached in this
      action, which was subject to formal approval by the Court and to be effective.





In
      January, 2007, after additional negotiations between the parties, the parties
      reached a revised settlement structure which was approved by the Court and
      is
      awaiting implementation by the parties. 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 shareholders
      as
      multiple publicly tradable entities. Promptly after the filing of this Form
      10-KSB, the parties will take all actions necessary to effectuate the terms
      of
      the settlement. Simultaneously therewith, there will be a change of control
      of
      the Company, and the current business of the Company will be continued to its
      subsidiaries.




NOTE
      14-
      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, 2006 and 2005 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, 2006 and 2005




Net
                  Loss
              
              $
              (1,193,441
              )
              $
              (2,049,444
              )Weighted-average
                  common sharesoutstanding
                  (Basic)
              
              
              53,452,860
              
              
              53,380,942Weighted-average
                  common sharesoutstanding
                  (Diluted)
              
              
              53,452,860
              
              
              53,380,942




32




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




None





**Item
      8A.  Controls and Procedures**





The
      Company maintains a set of disclosure controls and procedures designed to ensure
      that information required to be disclosed by the Company in the reports filed
      under the Securities Exchange Act, is recorded, processed, summarized and
      reported within the time periods specified by the SEC’s rules and forms.
      Disclosure controls are also designed with the objective of ensuring that this
      information is accumulated and communicated to the Company’s management,
      including the Company’s chief executive officer and chief financial officer, as
      appropriate, to allow timely decisions regarding required
      disclosure.





Based
      upon their evaluation as of the end of the period covered by this report, the
      Company’s chief executive officer and chief financial officer concluded that,
      the Company’s disclosure controls and procedures are not effective to ensure
      that information required to be included in the Company’s periodic SEC filings
      is recorded, processed, summarized, and reported within the time periods
      specified in the SEC rules and forms.





The
      Company’s board of directors was advised by Bagell, Josephs, Levine &
Company, L.L.C., the Company’s independent registered public accounting firm,
      that during their performance of audit procedures for 2006, Bagell, Josephs,
      Levine & Company, L.L.C. identified a material weakness as defined in Public
      Company Accounting Oversight Board Standard No. 2 in the Company’s internal
      control over financial reporting.





This
      deficiency consisted primarily of inadequate staffing and supervision that
      could
      lead to the untimely identification and resolution of accounting and disclosure
      matters and failure to perform timely and effective reviews. However, the size
      of the Company prevents it from being able to employ sufficient resources to
      enable it to have adequate segregation of duties within its internal control
      system. Management is required to apply its judgment in evaluating the
      cost-benefit relationship of possible controls and procedures.





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.




33




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
            PositionStephen
                L. Farkas
            61
            Chairman,
                CEO, CFO and DirectorTerri
                Munkirs
            58
            President
                of AAMPRO Pay, LLCJoanne
                Widitz
            63
            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.




34





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.





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, 2005, 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.




35




**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)





Long
                term compensationNumber
                of securitiesName
                and Position
            Year
            
            Salary
            
            Underlying
                options (2)Stephen
                Farkas, CEO
            2006
            
            $109,200
            
            $189,972Joanne
                Widitz, VP Administration
            2006
            
            $55,000
            
            $
                -Terry
                Munkirs, President of AAMPRO Pay, LLC
            2006
            
            $109,200
            
            36,527





(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, 2006**





None





**OPTION
      EXERCISES AND YEAR-END OPTION VALUES**




Number
                of Securities Underlying UnexercisedOptions
                at FY-End (#)Name
            
            Shares
                Acquired on Exercise
            
            Value
                Realized
            
            Exercisable
            
            UnexercisableStephen
                Farkas
            
            -
            
            -
            
            10,400,000
            
            -Terri
                Munkirs
            
            -
            
            -
            
            1,800,000
            
            -




36


Value
                of Unexercised
              In-the-Month
                OptionsAt
                FY-End ($)Name
            
            
            
            
            
            Exercisable
            
            UnexercisableStephen
                Farkas
            
            
            
            
            
            -
            
            -Terri
                Munkirs
            
            
            
            
            
            -
            
            -





**COMPENSATION
      OF DIRECTORS**





None





**EMPLOYMENT
      AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
      ARRANGEMENTS**





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





**Item
      11: Security Ownership of Certain Beneficial Owners and
      Management**





The
      following tables shows all directors and officers of the Company and all persons
      known to the Company to be the beneficial owner of more than five percent of
      the
      Company's common stock as of
      December 31, 2006.




Name
                of Beneficial Owner
            Amount
                and Nature of Beneficial Ownership
            Percent
                of ClassEXECUTIVE
                OFFICERS AND DIRECTORSStephen
                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
            NoneNoneAll
                directors, executive officers and 5% stockholders as a
                group
            29,292,000
            59%




37




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





**Item
      12: Certain Relationships and Related Transactions**





None





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





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





1.     
      Financial Statements





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





Report
      of
      Independent Certified Public Accountants


Consolidated
      Balance Sheet


Consolidated
      Statements of Operations


Consolidated
      Statement of Stockholders' Equity


Consolidated
      Statements of Cash Flows


Notes
      to
      Consolidated Financial Statements





2.      
      Exhibits





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








Exhibit
            Contents31.1
            Certification
                of Chief Executive Officer and Chief Financial Officer, as required
                by
                Rule 13a-14(a) of the Securities Exchange Act of 193499.1
            Senior
                Management Ethics Policy




38




3.     
      Reports on Form 8-K





None





ITEM
      14.  PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.





AUDIT
      AND
      NON-AUDIT FEES





The
      following presents fees for professional audit services rendered by Bagell,
      Josephs and Company for the audit of the Company’s annual financial statements
      for 2005 and 2006 and billed for other services rendered by Bagell, Josephs
      and
      Company.





2006
            2005Audit
                fees, including fees paid in 2005 for services performed in 2006
                and
                excluding audit related fees
            $20,000
            $17,185All
                other fees
            
            -Audit
                related
            
            -Other
                non-audit
            
            -Services
            
            -Total
                all other fees
            
            -Total
            $20,000
            $17,185





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)




39




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
              
              (Stephen Farkas)
            Chief Executive Officer,
              Chief Financial Officer
              President and Director
            April 17, 2007




EXHIBIT
      INDEX




Exhibit
              No
            Description
              of
              Exhibit


Exhibit
            Contents31.1
            Certification
                of Chief Executive Officer and Chief Financial Officer, as required
                by
                Rule 13a-14(a) of the Securities Exchange Act of 193499.1
            Senior
                Management Ethics Policy**
            Included
                as part of Form 10-KSB filed May 12,
                2005





40