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, 2003.

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

                                   ----------

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

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

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

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

      Securities registered pursuant to Section 12(b) of the Act:

            None

      Securities registered pursuant to Section 12(g) of the Act:

      Common Stock, par value 0.0001 per share

Indicate by mark (X) whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

        YES  |X|        NO |_|


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<PAGE>

Indicate by mark (X) if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |_|

Issuer's revenues for its most recent fiscal year: $1,983,752

Aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on April 14, 2003:
$1,040,000

Number of shares outstanding of each of the registrant's classes of common stock
as of April 14, 2004: Common Stock: 51,999,889

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


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<PAGE>

                               AAMPRO GROUP, INC.
                         2003 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS

Trademarks/Definitions                                                         3

PART I

Item 1. Business                                                               4
Item 2. Properties                                                            13
Item 3. Legal Proceedings                                                     13
Item 4. Submission of Matters to a Vote of Security Holders                   13

PART II

Item 5. Market for the Registrant's Common Equity and Related                 13
        Stockholder Matters
Item 6. Management's Discussion and Analysis of Financial                     14
        Condition and Results of Operations
Item 7. Financial Statements                                                  17
Item 8. Changes in and Disagreements with Accountants on                      37
        Accounting and Financial Disclosure

Item 8A.  Controls and Procedures                                             37

PART III

Item 9.  Directors and Executive Officers of the Registrant                   37
Item 10. Executive Compensation                                               38
Item 11. Security Ownership of Certain Beneficial Owners and Management       40
Item 12. Certain Relationships and Related Transactions                       40
Item 13. Exhibits, Financial Statements, and Reports on Form 8-K Signatures   40
Item 14. Principal Accounting Fees and Services                               39

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., a New Jersey
corporation and AAMPRO PAY, LLC (b) "you" refers to the readers of this Form
10-KSB.


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<PAGE>

PART I

ITEM 1: BUSINESS

GENERAL

      AAMPRO Group, Inc., together with its consolidated subsidiaries, is a
professional employer organization ("PEO") that provides a broad range of
services comprised primarily of employee leasing and human resources management.
These services include payroll and benefits administration, health and workers'
compensation insurance programs, state and federal labor compliance, tax
filings, safety program design and management and other related services to
small and medium-sized businesses nationally with a primary concentration in the
tri-state (New York/New Jersey/Pennsylvania) marketplace.

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 provides services by entering into a Client Service Agreement, which
establishes a relationship whereby the Company acts as employer of the employees
who work at the client's location ("worksite employees"). Under the Client
Service Agreement, the Company becomes the employer of the worksite employees
and assumes responsibility for personnel administration and compliance with most
employment-related governmental regulations. The Company charges a comprehensive
service fee, which is invoiced concurrently with the processing of payroll for
the worksite employees of the client. The fee is based upon the gross payroll of
each client and the Company's estimated cost of providing the services.

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

PEO INDUSTRY

      The PEO industry began to evolve in the early 1980's largely in response
to the burdens placed on small and medium-sized employers by an increasingly
complex legal and regulatory environment. While various service providers were
available to assist these businesses with specific tasks, PEOs emerged as
providers of a more comprehensive range of services relating to the
employer/employee relationship. In a PEO arrangement, the PEO assumes broad
aspects of the employer/employee relationship. Because PEOs provide
employee-related services to a large number of employees, they can achieve
economies of scale that allow them to perform employment-related functions more
efficiently, provide a greater variety of employee benefits and devote more
attention to human resources management.

      The Company believes that the key factors driving demand for PEO services
include (i) trends relating to the growth and productivity of the small and
medium-sized business community in the United States, such as outsourcing and a
focus on core competencies, (ii) the need to provide competitive health care and
related benefits to attract and retain employees, (iii) the increasing costs
associated with health and workers' compensation insurance coverage, workplace
safety programs, employee-related complaints and litigation and (iv) complex
regulation of labor and employment issues and the related costs of compliance,
including the allocation of time and effort to such functions by owners and key
executives.

      A significant factor in the development of the PEO industry has been
increasing recognition and acceptance of PEOs by federal and state governmental
authorities. The PEO companies like AAMPRO, in concert with the National
Association of Professional Employer Organizations ("NAPEO"), have worked with
the relevant governmental entities for the establishment of a regulatory
framework that protects clients and employees, discourages unscrupulous and
financially unsound companies, and promotes the legitimacy and further
development of the industry. Currently, approximately 21 states have legislation
containing licensing, registration, or certification requirements and several
others are considering such regulation. Such laws vary from state to state but
generally provide for monitoring the fiscal responsibility of PEOs. State
regulation assists in screening insufficiently capitalized PEO operations and,
in the Company's view, has the effect of legitimizing the PEO industry by
resolving interpretive issues concerning employee status for specific purposes
under applicable state law. New Jersey, our principal place of business enacted
a PEO registration statute in 2001 and the Company has duly registered under
such statute. The cost of compliance with these regulations is not material to
the Company's financial position or results of operations.


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<PAGE>

PEO SERVICES

      The Company serves small and medium-sized business by providing a broad
range of services, including benefits and payroll administration, health and
workers' compensation insurance programs, personnel records management, employer
liability management and training and development services. Among the
employment-related laws and regulations that may affect a client company are the
following:

      o     Internal Revenue Code (the "Code")
      o     Age Discrimination in Employment Act (ADEA)
      o     Federal Income Contribution Act (FICA)
      o     The Family and Medical Leave Act (FMLA)
      o     Federal Unemployment Tax Act (FUTA)
      o     Health Insurance Portability and Accountability Act (HIPAA)
      o     Fair Labor Standards Act (FLSA)
      o     Drug-Free Workplace Act
      o     Employee Retirement Income Security Act (ERISA)
      o     Occupational Safety and Health Act (OSHA)
      o     Consolidated Omnibus Budget Reconciliation Act of 1987 (COBRA)
      o     Worker Adjustment and Retraining Notification Act (WARN)
      o     Immigration Reform and Control Act (IRCA)
      o     Uniform Services Employment and Reemployment Rights Act (USERRA)
      o     Title VII (Civil Rights Act of 1964)
      o     State unemployment and employment security laws
      o     Americans with Disabilities Act (ADA)
      o     State workers' compensation laws

      While these regulations are complex, and in some instances overlapping,
the Company assists its client companies in achieving compliance with these
regulations by providing services in four primary categories: administrative
functions, benefit plans administration, personnel management and employer
liability management.

      Administrative Functions. Administrative functions encompass a wide
variety of processing and record keeping tasks, mostly related to payroll
administration and government compliance. Specific examples include payroll
processing, payroll tax deposits, quarterly payroll tax reporting, employee file
maintenance, unemployment claims processing and workers' compensation claims
reporting.

      Benefit Plans Administration. The Company maintains several benefit plans
including the following types of coverage: group health coverage, group term
life insurance coverage, accidental death and dismemberment insurance coverage,
short-term and long-term disability insurance coverage and a 401(k) plan. The
group health plan includes medical, dental, vision and prenatal care, and a
prescription drug program. All eligible employees may participate in the 401(k)
plan, while various components of the welfare and fringe benefit plans are
provided to applicable employees based on eligibility provisions specific to
those plans. The Company is responsible for the costs and premiums associated
with these plans, acts as plan sponsor and administrator of the plans,
negotiates the terms and costs of the plans, maintains the plans in accordance
with applicable federal and state regulations and serves as liaison for the
delivery of such benefits to worksite employees. The Company believes that this
variety and quality of benefit plans are generally not available to employees in
its small and medium-sized business target market and are usually offered only
by larger companies that can spread program costs over a much larger group of
employees. As a result, the Company believes that the availability of these
benefit plans provide its clients with a competitive advantage that small and
medium-sized businesses are normally unable to attain.


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<PAGE>

      Personnel Management. The Company provides a wide variety of personnel
management services which give its client companies access to resources normally
found only in the human resources departments of large companies. Among the
human resources services provided by the Company include drafting and reviewing
personnel policies and employee handbooks, designing job descriptions, designing
performance appraisal processes and forms, and providing professional
development and issues-oriented training, employee counseling, substance abuse
awareness training, drug testing and compensation guidance.

      Employer Liability Management. Under the Client Services Agreement, the
Company assumes many of the employment-related responsibilities associated with
its administrative functions, benefit plans administration and personnel
management services. For those employment-related responsibilities that are the
responsibility of the client, the Company can assist its clients in managing and
limiting exposure. This includes safety-related risk management reviews, as well
as the implementation of safety programs designed to reduce workers'
compensation claims. The Company also provides guidance to clients on avoiding
liability for discrimination, sexual harassment and civil rights violations, and
participates in termination decisions to attempt to minimize liability on those
grounds. The Company also maintains employment practice liability insurance
coverage for its clients as part of its comprehensive service, monitors changing
government regulations and notifies clients of the potential effect of such
changes on employer liability.

CLIENT SERVICE AGREEMENT

      All clients enter into AAMPRO's Client Service Agreement. The Client
Service Agreement generally provides for an on-going relationship, subject to
termination by AAMPRO or the client upon 30 days written notice.

      The Client Service Agreement establishes the Company's comprehensive
service fee, which is subject to periodic adjustments to account for changes in
the composition of the client's workforce and statutory changes that affect the
Company's costs. Pursuant to the Client Service Agreement, the Company is
responsible for personnel administration and is liable for certain
employment-related government regulation. In addition, the Company assumes
liability for payment of salaries and wages (including payroll taxes) of its
worksite employees and responsibility for providing employee benefits to such
persons, regardless of whether the client company makes timely payment of the
associated service fee. The client receives the worksite employees' services and
remains liable for the purposes of certain government regulations, compliance
with which requires control of the worksite or daily supervisory responsibility
or is otherwise beyond the Company's ability to assume. A third group of
responsibilities and liabilities are shared by the Company and the client where
such joint responsibility is appropriate. The specific division of applicable
responsibilities under the Client Service Agreement is as follows:

AAMPRO

      o Payment of wages and related tax reporting and remittance (state and
federal withholding, FICA, FUTA, state unemployment);

      o Workers' compensation compliance, procurement, management and reporting;

      o Compliance with COBRA, IRCA, HIPAA and ERISA (for employee benefit plans
sponsored by the Company only), as well as monitoring changes in other
governmental regulations governing the employer/employee relationship and
updating the client when necessary; and

      o Employee benefits administration.


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<PAGE>

Client

      o Payment, through the Company, of commissions, bonuses, paid leaves of
absence and severance payments;

      o Payment and related tax reporting and remittance of non-qualified
deferred compensation and equity-based compensation;

      o Compliance with Section 414(o) of the Internal Revenue Code regarding
benefit discrimination;

      o Compliance with OSHA regulations, EPA regulations, FLSA, WARN and state
and local equivalents and compliance with government contracting provisions;

      o Compliance with NLRA, including all organizing efforts and expenses
related to a collective bargaining agreement and related benefits;

      o Professional licensing requirements, fidelity bonding and professional
liability insurance; and

      o Products produced and/or services provided.

Joint

      o Implementation of policies and practices relating to the
employee/employer relationship; and

      o Compliance with all federal, state and local employment laws, including,
but not limited to Title VII of the Civil Rights Act of 1964, ADEA, Title I of
ADA, FMLA, the Consumer Credit Protection Act, and immigration laws and
regulations.

      Because the Company is the employer of the worksite employees, it is
possible that the Company could incur liability for violations of such laws even
if it is not responsible for the conduct giving rise to such liability. The
Client Service Agreement addresses this issue by providing that the client will
indemnify the Company for liability incurred to the extent the liability is
attributable to conduct by the client. Notwithstanding this contractual right to
indemnification, it is possible that the Company could be unable to collect on a
claim for indemnification and may therefore be ultimately responsible for
satisfying the liability in question. The Company maintains certain general
insurance and liability coverages (including coverages for its clients) to
manage its exposure for these types of claims, and as a result, the costs in
excess of insurance premiums incurred by the Company with respect to this
exposure have historically been insignificant to the Company's operating
results.

      Clients are required to remit their comprehensive service fees no later
than one day prior to the applicable payroll date by wire transfer or automated
clearinghouse transaction. Although the Company is ultimately liable, as the
employer for payroll purposes, to pay employees for work previously performed,
it retains the ability to terminate the Client Services Agreement and associated
worksite employees or to require prepayment, letters of credit or other
collateral upon deterioration in a client's financial condition or upon
non-payment by a client. The Company also requires a security deposit equal to
one pay period's payroll and a personal guarantee of the services fee by the
clients" principals. The security deposit, these rights, the periodic nature of
payroll and the overall quality of the Company's client base have resulted in an
excellent overall collections history.

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:


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<PAGE>

      o     Legal
      o     Accounting
      o     Manufacturing
      o     Warehousing
      o     Automobile
      o     Medical and Nursing

      This diverse client base lowers the Company's exposure to 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)
termination of the Client Services Agreement by the Company resulting from the
client's non-compliance or inability to make timely payments; (iii) client
business failure, sale, merger, or disposition; and (iv) competition from other
PEOs or business services firms.

MARKETING AND ACQUISITIONS

      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.

      In the fourth quarter of 2002, the Company launched a new marketing and
expansion program. This strategy is comprised of both a sector acquisition
strategy and a multi-channel marketing campaign. The dual focus of this strategy
will enable to Company to maintain its growth program in a variety of business
climates.

      The acquisition component of the strategy is to acquire other PEO business
or complementary businesses that will create captive revenue for the PEO. In
2003, AAMPRO acquired the assets of AMSTAFF, Inc., a New Jersey based
computerized payroll company for 100,000 stock options with an exercise price of
$.50 each. Concurrent with that acquisition, AAMPRO formed a new subsidiary
entitled AAMPROPAY, LLC to enter the computerized payroll market.

      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.

INDUSTRY REGULATION

      The Company's operations are affected by numerous federal and state laws
relating to tax and employment matters. By entering into Client Services
Agreement, the Company assumes certain obligations and responsibilities of an
employer under these federal and state laws. Because many of these federal and
state laws were enacted prior to the development of non-traditional employment
relationships, such as PEOs, temporary employment and outsourcing arrangements,
many of these laws do not specifically address the obligations and
responsibilities of non-traditional employers. Currently, 21 states have passed
laws that have licensing, registration or certification requirements for PEOs,
and several others are considering such regulation.

      Certain federal and state statutes and regulations use the terms "employee
leasing" or "staff leasing" to describe the arrangement among a PEO and its
clients and worksite employees. The terms "employee leasing," "staff leasing"
and "professional employer arrangements" are generally synonymous in such
contexts and describe the arrangements entered into by AAMPRO, its clients and
worksite employees.


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<PAGE>

      As an employer, the Company is subject to all federal statutes and
regulations governing the employer/employee relationship. Subject to the issues
discussed below, the Company believes that its operations are in compliance in
all material respects with all applicable federal statutes and regulations.

EMPLOYEE BENEFIT PLANS

      The Company offers various employee benefit plans to eligible employees,
including its worksite employees. AAMPRO maintains these employee benefit plans
as "single-employer" plans rather than "multiple-employer" plans. These plans
include the 401(k) Plan (a profit-sharing plan with a cash or deferred
arrangement ("CODA") under Code Section 401(k) and an employer matching
contribution feature under Code Section 401(m); a cafeteria plan under Code
Section 125; a group welfare benefits plan which includes medical, dental,
vision, life insurance, disability and worklife programs. Generally, employee
benefit plans are subject to provisions of both the Internal Revenue Code and
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

      Employer Status. In order to qualify for favorable tax treatment under the
Code, the plans must be established and maintained by an employer for the
exclusive benefit of its employees. Generally, an entity is an "employer" of
individuals for federal employment tax purposes if an employment relationship
exists between the entity and the individuals under the common law test of
employment. In addition, the officers of a corporation are deemed to be
employees of that corporation for federal employment tax purposes. The common
law test of employment, as applied by the IRS, involves an examination of
approximately 20 factors to ascertain whether an employment relationship exists
between a worker and a purported employer. Generally, the test is applied to
determine whether an individual is an independent contractor or an employee for
federal employment tax purposes and not to determine whether each of two or more
companies is a "co-employer." Substantial weight is typically given to the
question of whether the purported employer has the right to direct and control
the details of an individual's work. Among the factors which appear to have been
considered more important by the IRS are (i) the employer's degree of behavioral
control (the extent of instructions, training and the nature of the work), (ii)
the financial control or the economic aspects of the relationship, and (iii) the
intended relationship of the parties (whether employee benefits are provided,
whether any contracts exist, whether services are ongoing or for a project,
whether there are any penalties for discharge/termination, and the frequency of
the business activity.

      ERISA Requirements. Employee pension and welfare benefit plans are also
governed by ERISA. ERISA defines "employer" as "any person acting directly as an
employer, or indirectly in the interest of an employer, in relation to an
employee benefit plan." ERISA defines the term "employee" as "any individual
employed by an employer." The United States Supreme Court has held that the
common law test of employment must be applied to determine whether an individual
is an employee or an independent contractor under ERISA. A definitive judicial
interpretation of "employer" in the context of a PEO or employee leasing
arrangement has not been established.

      If the Company was found not to be an employer with respect to worksite
employees for ERISA purposes, its plans would not comply with ERISA. Further, as
a result of such finding the Company and its plans would not enjoy, with respect
to worksite employees, the preemption of state laws provided by ERISA and could
be subject to varying state laws and regulations, as well as to claims based
upon state common laws. Even if such a finding were made, the Company believes
it would not be materially adversely affected because it could continue to make
available similar benefits at comparable costs.

      In addition to ERISA and the Code provisions discussed herein, issues
related to the relationship between the Company and its worksite employees may
also arise under other federal laws, including other federal income tax laws.

      Possible Multiple Employer Plan Treatment. On February 11, 2000, the U.S.
Department of Labor ("DOL") issued regulations requiring that multiple employer
welfare agreements ("MEWAs") file an annual return disclosing certain
information (the "Form M-1"). In general, a MEWA is defined broadly to include
any employee welfare benefit plan or other arrangement that is established or
maintained for the purpose of offering or providing medical benefits to the
employees of two or more employers (including one or more self-employed
individuals).


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<PAGE>

      The DOL's definition of what constitutes a MEWA can be construed so
broadly that it was necessary for the regulations to expressly exempt insurance
companies and specified collectively bargained plans from the filing
requirements. Without the exemption, these entities believed that they could be
categorized as MEWAs and be required to file the Form M-1.

      The Company's position is that it has established itself, by agreement
with its clients, as the employer for purposes of sponsoring its group health
plan. Consistent with this philosophy, AAMPRO's group health plan is structured
as a single-employer plan. The Company, however, is concerned that given the
breadth of the DOL's MEWA definition, the DOL could take the position that its
group health plan is a MEWA and in such event, it could have a material adverse
affect on the Company.

FEDERAL EMPLOYMENT TAXES

      The Company assumes responsibility and liability for the payment of
federal and state employment taxes with respect to wages and salaries paid to
worksite employees. There are essentially three types of federal employment tax
obligations: (i) withholding of income tax requirements governed by Code Section
3401, et seq.; (ii) obligations under FICA, governed by Code Section 3101, et
seq.; and (iii) obligations under FUTA, governed by Code Section 3301, et seq.
Under these Code sections, employers have the obligation to withhold and remit
the employer portion and, where applicable, the employee portion of these taxes.

      Code Section 3401, which applies to federal income tax withholding
requirements, contains an exception to the general common law test applied to
determine whether an entity is an "employer" for purposes of federal income tax
withholding. Section 3401(d)(1) states that if the person for whom services are
rendered does not have control of the payment of wages, the "employer" for this
purpose is the person having control of the payment of wages. The Treasury
regulations issued under Section 3401(d)(1) state that a third party can be
deemed to be the employer of workers under this section for income tax
withholding purposes where the person for whom services are rendered does not
have legal control of the payment of wages. While Section 3401(d)(1) has been
examined by several courts, its ultimate scope has not been delineated.
Moreover, the IRS has to date relied extensively on the common law test of
employment in determining liability for failure to comply with federal income
tax withholding requirements.

      Accordingly, while the Company believes that it can assume the withholding
obligations for worksite employees, in the event the Company fails to meet these
obligations the client company may be held jointly and severally liable. While
this interpretive issue has not to the Company's knowledge discouraged clients
from enrolling with the Company, there can be no assurance that a definitive
adverse resolution of this issue would not do so in the future. These
interpretive uncertainties may also impact the Company's ability to report
employment taxes on its own account rather than for the accounts of its clients.

STATE REGULATION

      While many states do not explicitly regulate PEOs, 21 states (including
New Jersey) have passed laws that have licensing, registration or certification
requirements for PEOs, and several states are considering such regulation. Such
laws vary from state to state but generally provide for monitoring the fiscal
responsibility of PEOs, and in some cases codify and clarify the relationship
between PEO and client for unemployment, workers' compensation and other
purposes under state law. the Company holds a licenses in New Jersey. Regardless
of whether a state has licensing, registration or certification requirements,
the Company faces a number of other state and local regulations that could
impact its operations.

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 PEO 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 PEOs from the rest of the industry. The Company
also believes that it competes favorably in these areas.


                                       10
<PAGE>

      Due to the differing geographic regions and market segments in which most
PEOs operate, and the relatively low level of market penetration by the
industry, the Company considers its primary competition to be the traditional
in-house provision of employee-related services. The PEO industry is highly
fragmented, and consists of like-sized competitors and large national companies.
The largest national competitors include Administaff, Gevity HR and PEO
divisions of large business services companies such as Automatic Data
Processing, Inc. and Paychex, Inc. As the Company and other PEOs expand, the
Company expects that competition may intensify. In addition, the Company
competes to some extent with fee-for-service providers such as payroll
processors and human resource consultants.

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.

EMPLOYEES

      As of December 31, 2003, the Company employed 12 full-time corporate
administrative and sales 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 two wholly-owned subsidiaries, AAMPRO, Inc., a
New Jersey corporation and Aampro Pay LLC, a New Jersey LLC.


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<PAGE>

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.

      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 offices consists of approximately 5,300 square feet of office
space in Bridgewater, NJ which also houses our AAMPRO, Inc. and AAMPRO PAY LLC
subsidiaries. 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 Country, alleging, among other things, breach of contract and the
issuance of certain shares of preferred stock which the plaintiffs claim are
allegedly due to them. The Company is vigorously defending this action and has
filed an answer denying all of the plaintiffs' claims and has counterclaimed.

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, 2003, there were 325 stockholders of record. The
Company believes that it has approximately 1,0000 beneficial stockholders.

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

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


                                       12
<PAGE>

                                                   Common Stock
                                                 Low        High
                                                -----      ------
Quarter ended:                                   0.02       0.04
March 31, 2002 (1)                               0.01       0.05
June 30, 2002 (1)                                0.01       0.07
September 30, 2002 (1)                           0.02       0.05
December 31, 2002 (1)                            0.01       0.37
March 31, 2003                                   0.11       0.21
June 30, 2003                                    0.02       0.09
September 30, 2003 (2)                           0.01       0.15
December 31, 2003 (2)                            0.03       0.06

(1)   Reflects results of 1-for-40 stock split in October, 2002 and 1 for 3

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

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

      AAMPRO Group, Inc. has invested in new internet technology opening new
markets for its services. The company now has the ability to do payrolls, handle
human resources problems and to communicate in a faster and more efficient
manner with its clients and employees.

      Both AAMPRO, Inc. and AAMPRO-Pay will now be able to compete directly with
larger national companies, enabling them to supply the same services at a lower
cost. The company will now be able to obtain business that, prior to installing
the new technology; it had to walk away from. AAMPRO-Pay is the computerized
payroll service division of the AAMPRO Group, Inc. which is projected to be
profitable immediately increasing cash flow to the company.

      The company has targeted companies for merger or acquisition. The targeted
companies range from PEO's and staffing companies to a small computerized
payroll company. The company will see increased profitability through the
elimination of duplication of expenses, i.e. rents, payroll, utilities, etc.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the
consolidated financial statements and related notes included elsewhere herein.
Historical results and percentage relationships are not necessarily indicative
of the operating results for any future period. Within this discussion and
analysis, all dollar amounts (except for per share amounts) have been rounded to
the nearest thousand.

      The following table sets forth certain data derived from the consolidated
statements of operations, expressed as a percentage of net revenues for each of
the years in the two-year period ended December 31, 2003.


                                       13
<PAGE>

                                                        Years ended December 31,

                                                          2003           2002
                                                         ------         ------
Percentage of sales:

Sales                                                       100%           100%
Cost of sales                                              56.4%          54.6%
                                                         ------         ------
Gross profit                                               43.6%          45.4%

General and administrative                                127.6%          62.5%
                                                         ------         ------

Total operating expenses                                  132.6%          67.5%

Net income (loss) from operations                         (89.0%)        (22.1%)

Other (expense) income, net                                (3.1%)         (9.7%)

Net income (loss) before income taxes                     (92.0%)        (31.8%)

Income tax benefit                                           --             --

Net income (loss)                                         (92.0%)        (31.8%)
                                                         ======         ======

NET REVENUES

AAMPRO has adopted a new revenue recognition policy under which compensation of
worksite employees will be recognized as revenue components ( net method). The
change in policy was 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
current financial statements and retroactively applied to the previously year's
financial statement.

      Our overall revenues increased from $1,876,384 in 2002 to $ 1,983,752 in
2003. All of our revenues in 2003 were from our AAMPRO, Inc. subsidiary. Our
gross billings increased from $17,737,830 in 2002 to $ 20,476,514 in 2003.

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 54.6 in
2002 to 56.4% in 2003 primarily due to increase in insurance premiums and in
particular health insurance increases.

OPERATING EXPENSES

                                  2003              2002                  Change
                                  ----              ----                  ------

Marketing, sales and support      $29,643           $25,253               17.8%

Percentage of net sales           1.49%             1.35%                   --

      Marketing, sales and support expenses for AAMPRO increased to $29,643 in
2003 from $25,253 in 2002. This increase was due to the startup of AAMPRO PAY
LLC,

                                  2003              2002                  Change
                                  ----              ----                  ------

General and administrative        $2,530,458        $1,172,406            122.1%

Percentage of net sales           127.56%           62.48%                --


                                       14
<PAGE>

      General and administrative expenses are composed principally shares and
options issued for consulting fees as well as salaries of administrative
personnel, fees for professional services and facilities. General and
administrative expenses increased to $2,530,458 in 2003 from $ 1,171,906 in
2002. Stock and options issued to employees and consultants was $ 1,351,599 in
2003 from $ 70,100 in 2002 an increase of $ 1,281,499. In order to position the
company for growth and development, it was necessary to retain several
consultants on behalf of the Company. By retaining consultants instead hiring
additional staff, the Company was able to save on usual and customary benefits
and payroll taxes. Furthermore, the consultants were paid either through the
issuance of stock and\or stock options which preserved cash flow.

INCOME TAXES

      THE COMPANY SWITCHED FROM SUBCHAPTER S STATUS TO C CORP. COMMENCING IN THE
FOURTH QUARTER OF 2002.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash used in operating activities during 2003 was $19,024, a decrease
of $219,347 compared with net cash provided by operating activities of $200,323
in 2002.

      Net cash used in investing activities in 2003, was $20,717, a decrease of
$28,764 compared with net cash used in investing activities of $49,481 in 2002.

      Net cash provided by financing activities in 2003 was $37,539, an increase
of $50,921 compared with net cash used in financing activities in 2002 of
$13,382. The increase was due to the exercise of stock options in 2003.

      Our capital requirements are dependent on several factors, including
marketing, acquisitions, professional fees and consulting expenses. At December
31, 2003, we had cash and cash equivalents totaling $146,412 compared to
$148,614 at December 31, 2002. Our working capital deficiency is 1,476,603.
Although our working capital is currently deficient, we believe that our current
cash and cash equivalents along with cash to be generated by operations in 2003
will be sufficient to meet our anticipated cash needs for working capital and
capital expenditures for the next fiscal year.

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

RISKS AND UNCERTAINTY

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

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

      o     Adverse changes in general economic conditions in any of the
            countries in which we do business, including the U.S., Europe, Japan
            and other geographic areas
      o     We might not be able to fund its working capital needs from cash
            flows
      o     Increased competition
      o     Litigation

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


                                       15
<PAGE>

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

CRITICAL ACCOUNTING POLICIES

Revenue Recognition and Returns

ITEM 7: FINANCIAL STATEMENTS

Index to Item 7: Financial                                                 Page
--------------------------                                                 ----
Statements
Reports of Independent Certified Public Accountants                       19-20
Consolidated Balance Sheet                                                21
Consolidated Statements of Operations                                     22
Consolidated Statements of Stockholders' Equity                           23
Consolidated Statements of Cash Flows                                     24
Notes to Consolidated Financial Statements                                25-36


                                       16
<PAGE>

                          Independent Auditors' Report

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

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

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

The consolidated financial statements for the year ended December 31, 2003 has
been prepared assuming that the Company will continue as a going concern. As
discussed in Note 13 to the consolidated financial statements, the Company has
had significant recurring losses, and a lack of cash flow that has raised
substantial doubt about their ability to continue as a going concern.
Management's plans in regard to these matters as discussed in Note 13 include
the raising of additional equity to fund operations. The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of AAMPRO
Group, Inc. and Subsidiaries as of December 31, 2003 and the consolidated
results of their operations, cash flows and changes in stockholders' equity
(deficit) for the year ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.


/s/ BAGELL, JOSEPHS & COMPANY, L.L.C.

BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey
April 13, 2004


                                       17
<PAGE>

                                 Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheet of AAMPRO Group,
Inc. and Subsidiaries as of December 31, 2002 and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
year ended December 31, 2002. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of AAMPRO
Group, Inc. and Subsidiaries as of December 31, 2002 and the consolidated
results of their operations, cash flows and changes in stockholders' equity
(deficit) for the year ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.


/s/ Rosenberg Rich Baker Berman & Company
-----------------------------------------
Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
April 14, 2003


                                       18
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                                      <C>
CURRENT ASSETS

    Cash                                                                                 $   146,412
    Accounts receivable, net of allowance of $117,177                                        479,310
    Note receivable                                                                            2,714
    Other current assets                                                                      27,835
                                                                                         -----------
       TOTAL CURRENT ASSETS                                                                  656,271

Investments                                                                                   67,071
Customer lists, net of accumulated amortization of $316,875                                  270,725
Note receivable                                                                              239,225
Property and equipment                                                                        57,846
                                                                                         -----------
       TOTAL ASSETS                                                                      $ 1,291,138
                                                                                         ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

    Accounts payable                                                                     $   122,287
    Accrued expenses                                                                         390,399
    Health benefits payable                                                                  962,515
    Payroll taxes payable                                                                    539,895
    Current maturities of long-term debt                                                      33,433
    Client deposits                                                                           84,345
                                                                                         -----------
       TOTAL CURRENT LIABIILITIES                                                          2,132,874

Long-term debt, excluding current maturities                                                  48,547
                                                                                         -----------

       TOTAL LIABIILITIES                                                                  2,181,421
                                                                                         -----------

STOCKHOLDERS' EQUITY (DEFICIT)

    Preferred stock, Series A convertible; no par value; 10,000,000 shares authorized;
       0 shares issued or outstanding
    Common stock, .001 par value, 300,000,000 shares authorized, 49,999,989 issued
       and outstanding                                                                        50,000

    Additional paid-in capital                                                             1,642,331
    Accumulated (deficit)                                                                 (2,582,614)
                                                                                         -----------

       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                 (890,283)
                                                                                         -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                              $ 1,291,138
                                                                                         ===========

See notes to the consolidated financial statements.
</TABLE>


                                       19
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                       ----------------------------
                                                                           2003            2002
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
NET REVENUE (gross billings of $20.5 and $17.8 million less worksite
employee payroll costs of $18.5 and $15.9 million, respectively)       $  1,983,752    $  1,876,384

COST OF SERVICES                                                          1,118,255       1,024,365
                                                                       ------------    ------------
GROSS PROFIT                                                                865,497         852,019
                                                                       ------------    ------------

OPERATING EXPENSES

    General and administrative expenses                                   2,530,458       1,172,406
    Selling expenses                                                         29,643          25,283
    Depreciation                                                             31,359          20,108
    Amortization                                                             38,675          47,914
                                                                       ------------    ------------
       TOTAL OPERATING EXPENSES                                           2,630,135       1,265,711
                                                                       ------------    ------------

LOSS FROM OPERATIONS                                                     (1,764,638)       (413,692)
                                                                       ------------    ------------

OTHER INCOME (EXPENSES)

    Interest income

                                                                              4,953             869
    Interest expense                                                        (36,511)        (22,172)
      Impairment of customer list                                           (26,000)       (160,216)

    Loss on disposal of office equipment                                     (2,433)             --
                                                                       ------------    ------------
       TOTAL OTHER INCOME (EXPENSES)                                        (59,991)       (181,519)
                                                                       ------------    ------------

LOSS BEFORE INCOME TAXES                                                 (1,824,629)       (595,211)

Income taxes                                                                     --              --
                                                                       ------------    ------------

NET LOSS                                                               $ (1,824,629)   $   (595,211)
                                                                       ============    ============

LOSS PER SHARE                                                         $      (0.04)   $      (0.02)
                                                                       ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
        OUTSTANDING                                                      45,341,428      32,271,774
                                                                       ============    ============

See notes to the consolidated financial statements.

</TABLE>

                                       20
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                Preferred Stock             Common Stock
                             --------------------   ---------------------------
                              Number of              Number of                    Additional    Accumulated
                               Shares      Amount     Shares          Amount    Paid-In Capital   (Deficit)         Total
                             --------------------   ----------      ----------- --------------- ------------    -------------
<S>                          <C>           <C>      <C>               <C>       <C>             <C>               <C>
Balances, January 1, 2002        --        $ --          2,500        $   100   $    120,035    $   (162,774)     $  (42,639)

Recapitalization of Shares
Pursuant to Reverse                                 10,261,607         10,164         78,506
Merger Acquisition                                                                                    68,342              --
Common Stock Issued for                              2,400,000         57,500
Consulting Services                                                                    2,400          55,100              --
Option Issued for
  Consulting Services                                       --             --         15,000              --          15,000
Net Loss for the Year Ended
December 31, 2002                                           --             --             --        (595,211)       (595,211)
                             ---------------------                                               -----------      ----------
Balance, December 31, 2002       --          --     12,664,107         12,664        258,477        (757,985)       (486,844)
Exercise of Stock Options                              585,000            585           (585)             --              --
Issuance of Shares for                               2,520,427          2,520        865,499              --         868,019
Consulting Services
Issuance of Stock Options                                   --             --        486,100              --         486,100
Issuance of Shares for
    Investment in a
    non-related  company                               897,129            897         66,174              --          67,071
Effect of 3:1 Common
  Stock Split                                       33,333,326         33,334        (33,334)             --              --
Net Loss for Year Ended
December 31, 2003                                           --             --             --      (1,824,629)     (1,824,629)
                             ------------------     ----------        -------   ------------     -----------      ----------
Balance, December 31, 2003       --        $ --     49,999,989        $50,000   $  1,642,331     $(2,583,614)     $ (890,283)
                             ======        ====     ==========        =======   ============     ===========      ==========
</TABLE>

See notes to the consolidated financial statements.


                                       21
<PAGE>

                             AAMPRO GROUP, INC. AND SUBSIDIARIES
                              CONSOLIDATED FINANCIAL STATEMENTS
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                             2003           2002
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                                             $(1,824,629)   $  (595,211)
    ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH (USED IN) OPERATIONS

       Depreciation and amortization                                          70,034         68,022
       Impairment of customer lists                                           26,000        160,216
       Stock and options issued for consulting services                    1,296,304         72,500
           Provision for doubtful accounts
                                                                             117,177             --
    DECREASE (INCREASE) IN ASSETS

       Accounts receivable                                                  (134,905)      (469,033)
       Prepaid consultants                                                    26,400        (26,400)
       Other assets                                                          (24,310)          (325)
    INCREASE (DECREASE) IN LIABILITIES

       Bank overdraft                                                             --       (117,241)
       Accounts payable                                                       67,849        (38,169)
       Accrued expenses                                                      (10,868)       405,090
       Health benefits payable                                               214,676        462,462
       Payroll taxes payable                                                 182,796        269,085
       Client deposits                                                       (25,548)         9,327
                                                                         -----------    -----------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                (19,024)       200,323
                                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of equipment                                                    (20,717)        (4,481)
    Cash paid for customer list                                                   --        (45,000)
                                                                         -----------    -----------
          NET CASH (USED IN) INVESTING ACTIVITIES                            (20,717)       (49,481)
                                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from exercise of stock option
                                                                              57,815             --
    Collections from note receivable                                           2,225          3,250
    Repayments of note payable                                               (22,501)       (16,632)
                                                                         -----------    -----------
          NET CASH PROVIDED BY (USED IN)  FINANCING ACTIVITIES                37,539        (13,382)
                                                                         -----------    -----------

NET INCREASE (DECREASE) IN CASH                                               (2,202)       137,460

CASH AT BEGINNING OF YEAR                                                    148,614         11,154
                                                                         -----------    -----------

CASH AT END OF YEAR                                                      $   146,412    $   148,614

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for:
       Interest Expense                                                  $    36,510    $    22,172
       Income Taxes                                                      $       500    $       200
</TABLE>

See notes to the consolidated financial statements.


                                       22
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

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.

      Effective October 1, 2002, the Company entered into an agreement to
      acquire all of the outstanding common stock of Trident Systems, Inc.
      (Trident). Pursuant to the agreement, AAMPRO, Inc. exchanged 100% of their
      common shares for 10,261,607 newly issued shares of Trident.

      For accounting purposes, the acquisition has been treated as a reverse
      acquisition or public shell merger of Trident by AAMPRO, Inc. and as a
      recapitalization of AAMPRO. The historical financial statements prior to
      October 1, 2002, are those of AAMPRO, Inc. Subsequent to the exchange,
      Trident changed its name to AAMPRO Group, Inc. The Company's operations
      are entirely those of AAMPRO Group, Inc.

      On September 29, 2003, the Company formed a new organization, AAMPRO Pay,
      LLC. AAMPRO Pay, LLC was formed to engage in the service of payroll
      processing.

Principles of Consolidation

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

Use of Estimates

      The preparation of the consolidated financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that effect
      the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities as of the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.

Property and Equipment

      Property and equipment are stated at cost less accumulated depreciation.
      Depreciation is computed using the straight-line method over the estimated
      useful lives of the related assets: 3-5 years for computer equipment and
      software and 7 years for office furniture and equipment. Repairs and
      maintenance expenditures which do not extend the useful lives of related
      assets are expensed as incurred.

Revenue Recognition

      The Company has adopted a new revenue recognition policy under which
      compensation of worksite employees will be recognized as revenue
      components ("net method"). The change in policy was 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 ("EITF 99-19"). The policy has been applied to the current
      consolidated statement of operations and retroactively applied to the
      previous years' consolidated statement of operations. The new policy had
      no effect on the gross profit, net income (loss) or shareholders' equity
      (deficit) amounts previously reported by the Company in its public
      filings.


                                       23
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Revenue Recognition (Continued)

      Revenue is recognized as services are provided. Billing to the Company's
      clients is based on the average annual cost for services spread in equal
      payments over the clients' annual billing cycle. Billings do not reflect
      actual expenses incurred due to the front loading and subsequent phase-out
      of expenses and taxes. As a direct result of this averaging, net income is
      decreased during the first half of the year and subsequently increases
      during the second half of the year. Furthermore, gross revenues generally
      increase in the fourth quarter primarily due to salary increases and
      bonuses that client companies award their employees during this period.

Cash and Cash Equivalents

      The Company considers all highly liquid debt instruments and other
      short-term investments with an initial maturity of three months or less to
      be cash or cash equivalents.

      The Company maintains cash and cash equivalent balances at several
      financial institutions, which are insured by the Federal Deposit Insurance
      Corporation up to $100,000.

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.

      Options and warrants outstanding to purchase stock were not included in
      the computation of diluted EPS in 2003 because inclusion would have been
      antidilutive.

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 $29,236 and $17,555 for the years ended December 31, 2003 and
      2002 respectively.

Income Taxes

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

      Through September 30, 2002, (prior to the recapitalization) AAMPRO, Inc.
      had elected to be taxed under the provisions of Subchapter S of the
      Internal Revenue Code and State Regulations by consent of their
      shareholder. Under those provisions, AAMPRO, Inc. did not pay federal and
      state corporate income taxes on income. Also, AAMPRO, Inc. did not receive
      the benefit of net operating losses. Instead, the shareholder was liable
      for and received the benefit from AAMPRO, Inc. taxable income or operating
      loss on his individual income tax returns.


                                       24
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Stock-Based Compensation

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

Reclassifications

    Certain amounts in the 2002 consolidated financial statements have been
    reclassified to conform to the 2003 consolidated financial statement
    presentation.

Recent Accounting Pronouncements

        In September 2001, the Financial Accounting Standards Board issued
        Statements of Financial Accounting Standards No. 141, Business
        Combinations, and No. 142, Goodwill and Other Intangible Assets,
        effective for fiscal years beginning after December 15, 2001. Under the
        new rules, the pooling of interests method of accounting for business
        combinations are no longer allowed and goodwill and intangible assets
        deemed to have indefinite lives will no longer be amortized but will be
        subject to annual impairment tests in accordance with the Statements.
        Other intangible assets will continue to be amortized over their useful
        lives. The Company adopted these new standards effective January 1,
        2002. Based upon the review of these customer lists, an impairment
        charge of $26,000 and $160,216 for the years ended December 31, 2003 and
        2002, respectively were charged to Other Income and expenses.

        On October 3, 2001, the FASB issued Statement of Financial Accounting
        Standards No. 144, "Accounting for the Impairment or Disposal of
        Long-Lived Assets" ("SFAS 144"), that is applicable to financial
        statements issued for fiscal years beginning after December 15, 2001.
        The FASB's new rules on asset impairment supersede SFAS 121, "Accounting
        for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
        Disposed Of," and portions of Accounting Principles Board Opinion 30,
        "Reporting the Results of Operations." This Standard provides a single
        accounting model for long-lived assets to be disposed of and
        significantly changes the criteria that would have to be met to classify
        an asset as held-for-sale. Classification as held-for- sale is an
        important distinction since such assets are not depreciated and are
        stated at the lower of fair value and carrying amount. This Standard
        also requires expected future operating losses from discontinued
        operations to be displayed in the period (s) in which the losses are
        incurred, rather than as of the measurement date as presently required.

      In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
      No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
      Corrections. This statement rescinds SFAS No. 4, Reporting Gains and
      Losses from Extinguishment of Debt, and an amendment of that statement,
      SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and SFAS
      No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.
      This statement amends SFAS No. 13, Accounting for Leases, to eliminate
      inconsistencies between the required accounting for sales-leaseback
      transactions and the required accounting for certain lease modifications
      that have economic effects that are similar to sales-leaseback
      transactions. Also, this statement amends other existing authoritative
      pronouncements to make various technical corrections, clarify meanings, or
      describe their applicability under changed conditions. Provisions of SFAS
      No. 145 related to the rescissions of SFAS No. 4 were effective for the
      Company on November 1, 2002 and provisions affecting SFAS No. 13 were
      effective for transactions occurring after May 15, 2002. The adoption of
      SFAS No. 145 did not have a significant impact on the Company's results of
      operations or financial position.


                                       25
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Recent Accounting Pronouncements (Continued)

      In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
      Associated with Exit or Disposal Activities. This statement covers
      restructuring type activities beginning with plans initiated after
      December 31, 2002. Activities covered by this standard that are entered
      into after that date will be recorded in accordance with provisions of
      SFAS No. 146. The adoption of SFAS No. 146 did not have a significant
      impact on the Company's results of operations or financial position.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
      Compensation-Transition and Disclosure, which provides alternative methods
      of transition for a voluntary change to fair value based method of
      accounting for stock-based employee compensation as prescribed in SFAS
      123, Accounting for Stock-Based Compensation. Additionally, SFAS No. 148
      required more prominent and more frequent disclosures in financial
      statements about the effects of stock-based compensation. The provisions
      of this Statement are effective for fiscal years ending after December 15,
      2002. The adoption of this statement did not have a significant impact on
      the Company's results of operations of financial position.

      In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
      Statement 133 on Derivative Instruments and Hedging Activities", which
      amends and clarifies financial accounting and reporting for derivative
      instruments, including certain derivative instruments embedded in other
      contracts (collectively referred to as derivatives) and for hedging
      activities under FASB Statement No. 133, Accounting for Derivative
      Instruments and Hedging Activities. This Statement is effective for
      contracts entered into or modified after June 30, 2003, except for certain
      hedging relationships designated after June 30, 2003. Most provisions of
      this Statement should be applied prospectively. The adoption of this
      statement did not have a significant impact on the Company's results of
      operations or financial position.

      In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
      Certain Financial Instruments with Characteristics of both Liabilities and
      Equity". This Statement establishes standards for how an issuer classifies
      and measures certain financial instruments with characteristics of both
      liabilities and equity. It requires that an issuer classify a financial
      instrument that is within its scope as a liability (or an asset in some
      circumstances). This statement is effective for financial instruments
      entered into or modified after May 31, 2003, and otherwise is effective at
      the beginning of the first interim period beginning after June 15, 2003,
      except for mandatorily redeemable financial instruments of nonpublic
      entities, if applicable. It is to be implemented by reporting the
      cumulative effect of a change in an accounting principle for financial
      instruments created before the issuance date of the Statement and still
      existing at the beginning of the interim period of adoption. The adoption
      of this statement did not have a significant impact on the Company's
      results of operations or financial position.

      In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
      Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a
      company, at the time it issues a guarantee, to recognize an initial
      liability for the fair value of obligations assumed under the guarantees
      and elaborates on existing disclosure requirements related to guarantees
      and warranties. The recognition requirements are effective for guarantees
      issued or modified after December 31, 2002 for initial recognition and
      initial measurement provisions. The adoption of FIN 45 did not have a
      significant impact on the Company's results of operations or financial
      position.


                                       26
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Recent Accounting Pronouncements (Continued)

      In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
      Consolidation of Variable Interest Entities, an Interpretation of ARB No.
      51. FIN 46 requires certain variable interest entities to be consolidated
      by the primary beneficiary of the entity if the equity investors in the
      entity do not have the characteristics of a controlling financial interest
      or do not have sufficient equity at risk for the entity to finance its
      activities without additional subordinated financial support from other
      parties. FIN 46 is effective for all new variable interest entities
      created or acquired after January 31, 2003. For variable interest entities
      created or acquired prior to February 1, 2003, the provisions of FIN 46
      must be applied for the first interim or annual period beginning after
      June 15, 2003. The adoption of FIN 46 did not have a significant impact on
      the Company' results of operations or financial position.

NOTE 2 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

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

      The Company provides credit in the normal course of business. The Company
      performs ongoing credit evaluations of its customers and at December 31,
      2003, established a reserve of $117,177 on the accounts receivable based
      on past credit performance.

NOTE 3 - PROPERTY AND EQUIPMENT

      Property and equipment, at cost, consists of the following at December 31,
      2003 and 2002:

                                                            2003          2002
                                                         --------      --------
          Computer equipment and software                $125,466      $ 86,917
         Office furniture                                   4,500         4,500
                                                         --------      --------

             Total                                        129,996        91,417

          Less:  accumulated depreciation                  72,120        58,924
                                                         --------      --------
             Total                                       $ 57,846      $ 32,493
                                                         ========      ========

      During the year ended December 31, 2003, the Company purchased equipment
      for $35,995 secured by a note payable. Depreciation expense charged to
      operations amounted to $31,359 and $20,108 for the years ended December
      31, 2003 and 2002, respectively.

NOTE 4 - CUSTOMER LISTS

      On April 1, 2001, the Company acquired a customer list from a vendor in
      exchange for the forgiveness of advances and the assumption of liabilities
      which net to $587,600. The customer list is being amortized on a
      straight-line basis over 10 years. Amortization expense was $38,675 and
      $47,914 for the years ended December 31, 2003 and 2002, respectively.

      During 2003, the Company determined that, based on active customers at
      December 31, 2003, the carrying amount of the above customer list exceeded
      its fair value by $26,000, accordingly, an impairment loss of that amount
      was recognized and is included in other income (expenses).


                                       27
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 4 - CUSTOMER LISTS (CONTINUED)

      On December 23, 2002, the Company acquired a customer list from a
      competitor. In consideration thereof, the Company paid $5,000 on December
      23, 2002 and agreed to pay $40,000 over a period of eight months
      commencing February 2003. On December 31, 2003, the agreement was
      rescinded. The customer list was offset against the accrued expenses.

      In accordance with FASB 142, the Company has determined that there is no
      further impairment on the customer lists.

NOTE 5 - EMPLOYEE BENEFIT PLANS

Medical Benefit Plans

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

      The Company's self-insured plan is a self-funded employee welfare benefit
      plan pursuant to the Employee Retirement Income Security Act of 1974, as
      amended. The plan administration is provided by a third party Claims
      Supervisor for claim form submissions, correspondence, benefit
      determinations, claim processing and disbursement preparation. All
      eligible employees may participate in the welfare benefit plan upon
      satisfaction of the waiting period, completion of enrolment documents and
      meeting eligibility requirements. Participating employees contribute to
      the cost of their coverage premiums through payroll deductions. Such
      payroll deductions are recorded as revenue when billed to client
      employers. The plan offers Network and Non-Network Provider Organization
      medical services, hospital services, inpatient and outpatient treatment,
      prescription drug, vision care and dental benefits. The Company is
      protected against unanticipated catastrophic claims through an individual
      excess insurance risk policy.

      Accrued Health Insurance Plan Claims as of December 31, 2003 amounted to
      $886,427, and consists of amounts due to providers based on claims filed
      and estimates of claims incurred before December 31, 2003 but not
      reported.

      Effective February 10, 2004, the Company's self-insurance plan was
      terminated and a new traditional health insurance plan was established
      with a healthcare provider. The Company is liable for all claims filed for
      one year following cessation of the plan.


                                       28
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002

NOTE 6 - LONG-TERM DEBT

      Long-term debt is comprised of the following at December 31, 2003:

<TABLE>
<S>                                                                                <C>
   Installment Notes
      Interest at 15.3% due in monthly installments of $239 including interest
      through December 2005 secured by equipment                                   $ 4,189

      Interest at 15.3% due in monthly installments of $1,033 including interest
      through May 2006 secured by equipment                                         39,327

      Interest at 10% due in monthly installments of $599 including interest
      through April 2007                                                            14,027

      Interest at 10% due in monthly installments of $901 including interest
      through May 2004                                                               3,500

      Interest at 14.9% due in monthly installments of $864 including interest
      through June 2006 secured by equipment                                        20,937
                                                                                   -------

      Total                                                                         81,980

      Less current maturities                                                       33,433
                                                                                   -------
      Long-term debt, net of current maturities                                    $48,547
                                                                                   =======

Total maturities of long-term debt are as follows

   Years Ending December 31,
      2004                                                                         $33,433
      2005                                                                          27,282
      2006                                                                          17,960
      2007                                                                           3,305
                                                                                   -------
                                                                                   $81,980
                                                                                   =======
</TABLE>

      Interest expense for the years ended December 31, 2003 and 2002 was
      $36,510 and $22,172, respectively.

NOTE 7 - INCOME TAXES

      The provision for income taxes consists of the following:

                                                            December 31,
                                                    ----------------------------
                                                        2003            2002
                                                    -------------   ------------
          Current
             Federal                                $     --        $     --
             State                                  $     --        $     --


                                       29
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           December 31, 2003 and 2002

NOTE 7 - INCOME TAXES (CONTINUED)

      The components of the Company's deferred tax asset is as follows at
December 31, 2003:

      Federal and state net operating losses                          $ 969,000
      Less:  valuation allowances                                      (969,000)
                                                                      ---------
      Net Deferred tax assets                                         $      --
                                                                      =========

      The Company has net operating loss carryforwards for federal income tax
      purposes of approximately $2,655,400, which expires in 2023. The Company
      has net operating loss carryforwards for state income tax purposes of
      approximately $2,655,400, which expire in 2010.

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
      moved late in 2003, and will have minimum annual rental payments of
      $67,188 in the years ending December 31, 2004 through 2007, and $55,990 in
      2008.

      Rent expense for the years ended December 31, 2003 and 2002 was $44,229
      and $38,400, respectively.

NOTE 9 - COMMON STOCK ISSUED FOR SERVICES

      In 2003 and 2002 the Company issued 2,520,427 and 2,400,000 shares to
      various consultants for services. The shares were valued at fair market
      value at the date of issuance and amounted to $868,019 and $57,500 in 2003
      and 2002, respectively.

NOTE 10 - CAPITAL STOCK

      On July 15, 2003, the Board of Directors of the Company approved a 3 for 1
      common stock split. As a result of the split, 33,333,326 shares were
      issued. All references in the accompanying consolidated financial
      statements to the number of common shares and per-share amounts for 2003
      and 2002 have been restated to reflect the stock split.

      The Company has issued a private placement of units of its Series A 10%
      Cumulative Convertible Preferred Stock and warrants up to $2,000,000. Each
      unit shall consist of 30,000 shares of the Company's Series A 10%
      Cumulative Convertible Preferred Stock, 30,000 Class A warrants and 30,000
      Class B warrants. A holder of the Company's Series A Preferred Stock will
      have the right to convert the Series A Preferred Stock at any time into
      shares of Common Stock. The number of shares of Common Stock into which
      each share of Series A Preferred Stock may be converted will be determined
      by dividing $1.00 by the "Conversion Price" which shall be calculated as
      the average closing priced to the Company's Common Stock for the five
      trading days immediately prior to the date of conversion multiplied by
      seventy-five percent, provided that, the Conversion Price shall be no less
      then $0.50 and no more than $1.00. Each Class A warrant will entitle the
      holder to purchase one share of Common Stock at a price of $0.75 per
      share. The Class A warrants shall be valid for a period of two years. Each
      Class B warrant will entitle the holder to purchase one share of Common
      Stock at a price of $1.25 per share. The Class B warrants shall be valid
      for a period of three years. As of December 31, 2003, there have been no
      amounts raised in this offering.


                                       30
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           December 31, 2003 and 2002

NOTE 11 - 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.

      On October 18, 2002, the Company issued 320,000 restricted shares under
      the 2002 Plan to consultants. An expense relating to these shares was
      recognized in 2002 based on the fair market value of the shares on the
      date of issuance. On October 18, 2002, subject to the 2002 Plan, the
      Company issued options to a consultant to purchase 1,500,000 shares at
      $.01 per share. The options have been valued at $15,000 using the Black
      -Scholes pricing model.

      In 2003, the Company adopted the 2003 Equity Compensation Plan ("The 2003
      Plan"). Under the 2003 Plan the Company may grant either restricted shares
      or options to purchase up to 6 million shares of common stock in the
      aggregate. Under the terms of the 2003 Plan, common stock or options may
      be granted to officers, directors, employees and independent consultants
      of the Company who are responsible for the management, growth or
      profitability of the Company as determined by the 2003 Plan committee. The
      2003 Plan is in effect for a term of 10 years.

      On January 14, 2003, the Company purchased all of the assets of Amstaff
      Inc. a payroll services company, which was a supplier to the Company for
      300,000 options at $ .17 per share for a two-year period. The options were
      valued at $11,800 using the Black - Scholes Pricing Model.

      On February 10, 2003, the Company entered into an agreement with a
      consultant, whereby, for services to be provided, the consultant received
      150,000 shares of the Company's common stock and 300,000 stock options.
      The option has been valued at $17,900 using the Black - Scholes Pricing
      Model. The options will expire on February 10, 2008. The agreement is for
      a term of six months and has an automatic three-month renewal provision
      with subsequent agreement terms to be determined.

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

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


                                       31
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           December 31, 2003 and 2002

NOTE 11 - STOCK BASED COMPENSATION (CONTINUED)

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

      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 850,000 options
      of the Company's common stock. The options have an exercise price of $0.07
      per share which was the fair market value per share of the Company's
      common stock on the date of the agreement. The options granted on April
      10, 2003 shall expire on April 10, 2010. The options have been valued at
      $119,000 using the Black - Scholes Pricing Model. Pursuant to the
      agreement, on each anniversary (through 2008), the Company shall grant to
      the employee an additional 850,000 options at an exercise price equal to
      the fair market value of the Company's common stock on the date of each
      such grant: provided however, that the option grant for 2004 shall be
      capped at $0.07.

      The following table summarizes stock options activity during 2003 and
      2002:

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

Options outstanding at January 1, 2002                       --    $  --
Granted                                               1,500,000     0.01
Exercised                                            (1,500,000)    0.01
Expired                                                      --       --
                                                     ----------    -----
Options outstanding at December 31, 2002                     --       --
Granted                                               8,350,000     0.07
Exercised                                              (255,000)    0.12
Expired                                                (345,000)    0.12
                                                     ----------    -----
Options outstanding at December 31, 2003              7,750,000    $0.09
                                                     ==========    =====

      The fair value of the options granted in 2003 and 2002 were $486,100 and
      $15,000, respectively. The fair value was determined as of the date of
      grant using the Black - Scholes stock option pricing model, based on the
      following weighted average assumptions: annual expected return of 0%,
      annual volatility of 120% in 2003 and 2002, based upon a risk free
      interest rate of 1.5% in 2003 and 2002.

      The weighted average per share fair value of stock options granted during
      2003 and 2002 were $0.06 and $0.01, respectively. The weighted average per
      share contractual remaining life of the options outstanding at December
      31, 2003 were 6.5 years.


                                       32
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           December 31, 2003 and 2002

NOTE 12 - TELCO ENERGY DIVIDEND

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

NOTE 13 - GOING CONCERN UNCERTAINTY

      The accompanying consolidated financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America, which contemplates continuation of the Company as a
      going concern. The Company has had recurring operating deficits in the
      past few years and has accumulated large deficits. This raises substantial
      doubt about the Company's ability to continue as a going concern.

      Management of the Company has begun the process of raising capital through
      a private placement of their stock. This will infuse working capital into
      the Company and contribute to the business model that the Company has
      incorporated to grow their operations to sustain positive working capital
      and profitability.

      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 14 - NON CASH ACTIVITIES

      During 2003, the Company issued 897,129 of its common stock for an
      investment in a non-related company valued at $67,071.

      During 2003 the Company converted an accounts receivable of $244,194 into
      a note receivable.

      During 2003, the Company rescinded a purchase of a customer list for
      $45,000 against accrued expenses of $45,000.

      During 2003, the Company obtained notes payable for $35,995 of equipment.


                                       33
<PAGE>

                       AAMPRO GROUP, INC. AND SUBSIDIARIES
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           December 31, 2003 and 2002

NOTE 15 - NOTES RECEIVABLE

      During 2003 the Company converted an accounts receivable of $244,194 into
      a note receivable. The note receivable is with Amstaff, Inc. The note is a
      five-year note, with interest accrued at 7% based on a thirty year
      amortization. The balance due the Company as of December 31, 2003 is
      $241,939. There is no accrued interest at December 31, 2003.

NOTE 16 - SUBSEQUENT EVENTS

      In February 2004, the Company acquired a 10% interest in SK Realty
      Ventures in exchange for 750,000 shares of its common stock.

      In February 2004, the Company acquired a 10% interest in Jason Hawk
      Industries, Inc. in exchange for 1,250,000 shares of its common stock.

      Effective February 10, 2004, the Company's self-insurance plan was
      terminated and a new traditional health insurance plan was established
      with a healthcare provider. The Company is liable for all claims filed for
      one year following cessation of the plan.


                                       34
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

In March 2003, Aampro announced the resignation of its independent auditor,
Rosenberg, Rich, Baker, Berman and company. On March 31, 2004, Aampro filed on
Form 8-K that Rosenberg's decision to resign was mutually agreeable and that
during the two most recent fiscal years and the subsequent interim period, there
were no disagreements with Rosenberg on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure. Aampro
engaged the firm of Bagell, Joseph, and Company. During the recent two fiscal
years, Aampro did not consult with Bagell, Josephs and Company regarding the
application of accounting principles, the type of opinion Bagell, Josephs might
render or on any other accounting matter.

ITEM 8A. CONTROLS AND PROCEDURES

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

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

PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

Name                       Age   Position
----                       ---   --------
Stephen L. Farkas          58    Chairman, CEO and Director
Terry Munkirs              55    President of AAMPRO Pay, LLC
Joanne Widitz              60    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.


                                       35
<PAGE>

      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.

      Terry Munkirs, President -- AAMPRO-Pay. 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 Rarital College and
Centenary College. She was instrumental in establishing Amstaff, a computerized
payroll company, and now holds the position of President of AAMPRO-Pay.

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 compensation
                                                          Number of securities
Name and Position                    Year     Salary      Underlying options (2)
-----------------                    ----     ------      ----------------------

Stephen Farkas, CEO                  2003     $104,000        $5,400,000
Joanne Widitz, VP Administration     2003     $ 60,000                --
Terry Munkirs,                       2003     $104,000        $  900,000

      (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, 2003

<TABLE>
<CAPTION>
                        Number of       Percent of
                        Securities     Total Options                  Exercise
                        Underlying      Granted to       Price        Expiration
         Name        Options Granted   Employees In      Per Share    Date
------------------   ---------------   ------------      ---------    -----------
<S>                      <C>             <C>             <C>          <C>
Stephen Farkas           5,400,000       85%             $0.07        04/10/10
Terry Munkirs              900,000       15%             $0.07        04/10/10
</TABLE>


                                       36
<PAGE>

OPTION EXERCISES AND YEAR-END OPTION VALUES

                                                 NUMBER OF SECURITIES UNDERLYING
                                                           UNEXERCISED
                         SHARES                          OPTIONS AT FY-END (#)
                        ACQUIRED       VALUE     -------------------------------
        NAME           ON EXERCISE    REALIZED   EXERCISABLE    UNEXERCISABLE
        ----           -----------    --------   -----------    -------------
STEPHEN FARKAS             --            --         5,400,000         --
TERRY MUNKIRS              --            --           900,000         --

                                                VALUE OF UNEXERCISED
                                                IN-THE-MONTH OPTIONS
                                                   AT FY-END ($)
                                       ---------------------------------------
        NAME                             EXERCISABLE         UNEXERCISABLE
----------------------                 --------------        --------------
STEPHEN FARKAS                                --                    --
TERRY MUNKIRS                                 --                    --

COMPENSATION OF DIRECTORS

      None

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

      Stephen Farkas has entered into a five (5) year employment agreement with
the Company. 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.


                                       37
<PAGE>

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, 2003.

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

OTHER 5% STOCKHOLDERS                                         None
None

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

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

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13: EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

(a) 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


                                       38
<PAGE>

2.    Exhibits

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

     EXHIBIT NO     Description of Exhibit
     ----------     ----------------------

         31         Certification of Chief Executive Officer and Chief
                    Financial Officer, as required by Rule 13a-14(a) of the
                    Securities Exchange Act of 1934
                    ---------------------------------------------------------

         32         Certification of Chief Executive Officer and Chief
                    Financial Officer, as required by Rule 13a-14(b) of the
                    Securities Exchange Act of 1934
                    ---------------------------------------------------------

3.    Reports on Form 8-K

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT AND NON-AUDIT FEES

The following presents fees for professional audit services rendered by
Rosenberg Rich Baker Berman & Company for the audit of the Company's annual
financial statements for 2002 and Bagell, Josephs and Company for the audit of
the Company's annual financial statements for 2003, billed for other services
rendered by Rosenberg Rich Baker Berman & Company and Bagell, Josephs and
Company.

--------------------------------------------------------------------------------
                                                           2002           2003
--------------------------------------------------------------------------------
Audit fees, including fees paid                           $36,130        $32,700
in 2004 for services performed
in 2003 and excluding audit
related fees
--------------------------------------------------------------------------------
All other fees                                                 --             --
--------------------------------------------------------------------------------
Audit related                                                  --             --
--------------------------------------------------------------------------------
Other non-audit                                                --             --
--------------------------------------------------------------------------------
Services                                                       --             --
--------------------------------------------------------------------------------
Total all other fees                                           --             --
--------------------------------------------------------------------------------
Total                                                     $36,130        $32,700
--------------------------------------------------------------------------------


                                       39
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

AAMPRO GROUP, INC.
(Registrant)


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

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

--------------------------------------------------------------------------------
Signature                         Title                           Date
--------------------------------------------------------------------------------
/s/ Stephen Farkas                Chief Executive Officer,        4/15/04
-------------------------         Chief Financial Officer
(Stephen Farkas)                  President and Director
--------------------------------------------------------------------------------

EXHIBIT INDEX

     EXHIBIT NO     Description of Exhibit
                    ---------------------------------------------------------
         31         Certification of Chief Executive Officer and Chief
                    Financial Officer, as required by Rule 13a-14(a) of the
                    Securities Exchange Act of 1934
                    ---------------------------------------------------------
         32         Certification of Chief Executive Officer and Chief
                    Financial Officer, as required by Rule 13a-14(b) of the
                    Securities Exchange Act of 1934
                    ---------------------------------------------------------


                                       40