<PAGE>

                     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, 2002.

         | | 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


                  3592 Route 22 W, Whitehouse, New Jersey 08888
              (Address of Principal Executive Offices and Zip Code)

                    Issuer's Telephone Number: (908) 534-1446

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

         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 |  |

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

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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: $17,737,830

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 18, 2003:
$506,958

Number of shares outstanding of each of the registrant's classes of common stock
as of April 18, 2003: Common Stock: 12,664,107

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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                               AAMPRO GROUP, INC.
                         2002 FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                                            <C>
Trademarks/Definitions                                                                         3

PART I
Item 1.  Business                                                                              4
Item 2.  Properties                                                                           15
Item 3.  Legal Proceedings                                                                    15
Item 4.  Submission of Matters to a Vote of Security Holders                                  15

PART II
Item 5.  Market for the Registrant's Common Equity and Related                                15
     Stockholder Matters
Item 6.  Management's Discussion and Analysis of Financial                                    16
     Condition and Results of Operations
Item 7.  Financial Statements                                                                 19
Item 8.  Changes in and Disagreements with Accountants on                                     36
     Accounting and Financial Disclosure

PART III
Item 9.  Directors and Executive Officers of the Registrant                                   36
Item 10. Executive Compensation                                                               37
Item 11. Security Ownership of Certain Beneficial Owners and Management                       38
Item 12. Certain Relationships and Related Transactions                                       38

PART IV
Item 13. Exhibits, Financial Statements, and Reports on Form 8-K Signatures                   38
</TABLE>


TRADEMARKS/DEFINITIONS

         "AAMPRO" are trademarks 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 (b) "you" refers to the readers of this Form 10-KSB.



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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 and is currently
executing a long-term expansion strategy targeting both organic growth and the
acquisition of smaller and like-sized competitors.

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.


                                       4
<PAGE>

         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.

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)

                                       5
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         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.

         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

                                       6
<PAGE>

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.

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;


                                       7
<PAGE>

         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 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

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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:

         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

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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
businesses or complementary businesses that will create captive revenue for the
PEO. Towards that end, AAMPRO acquired the business operations and client roster
of another PEO, National Employment Alternatives, Inc. ("NEA") at the end of
December 2002. NEA was acquired for a total amount of $45,000.00 with $5,000
paid at closing and the balance in eight (8) equal monthly installments. The
administrative service revenue from the NEA clients meet and/or exceed the
monthly payments due NEA. In addition, AAMPRO entered into a Definitive Letter
of Intent to acquire AMSTAFF, Inc., a New Jersey based computerized payroll
company. In January 2003, AAMPRO acquired AMSTAFF, Inc. for 100,000 stock
options with an exercise price of $.50 eah. 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.

         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.


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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.


                                       11
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         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).

         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.


                                       12
<PAGE>

         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 therefor. 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.

         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.


                                       13
<PAGE>

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

EMPLOYEES

         As of December 31, 2002, the Company employed 14 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 one wholly-owned subsidiary, AAMPRO, Inc., a
New Jersey corporation.

FORWARD-LOOKING STATEMENTS

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

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


                                       14
<PAGE>

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

ITEM 2: PROPERTIES

         Our executive offices consists of approximately 2,600 square feet of
office space in Whitehouse, NJ which also houses our AAMPRO, Inc. subsidiary.
This facility is leased pursuant to a lease expiring September 2003. The lease
contains two one-year renewal options. The monthly rent is currently $3,200 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

         None

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, 2002, there were 362 stockholders of record. The
Company believes that it has approximately 600 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.

                                             Common Stock
                                                 Low            High
                                            ------------- ---------------
Quarter ended:
March 31, 2001                                     .15          .55
June 30, 2001                                      .05          .38
September 30, 2001                                 .002         .11
December 31, 2001                                  .001         .002
March 31, 2002                                     .01          .04
June 30, 2002                                      .01          .08
September 30, 2002                                 .01          .04
December 31, 2002*                                 .01         1.10


                                       15
<PAGE>

* Reflects results of 1-for-40 stock split in October, 2002

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

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

RESULTS OF OPERATIONS

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

         The following table sets forth certain data derived from the
consolidated statements of operations, expressed as a percentage of net revenues
for each of the years in the two-year period ended December 31, 2002.

                                                   Years ended December 31,

                                                       2002           2001
                                                      -----           ----

Percentage of sales:
Sales                                                   100%           100%
Cost of sales                                            98%            96%
                                                   ------------- -------------
Gross profit                                              2%             4%

Sales, marketing and support                              -              -

General and administrative                                5%             5%
                                                   ------------- -------------

Total operating expenses                                  5%             5%

Net income (loss) from operations                        (3%)           (1%)

Other (expense) income, net                               -              -

Net income (loss) before income taxes                    (3%)           (1%)

Income tax benefit                                        -              -

Net income (loss)                                        (3%)           (1%)
                                                   ============= =============


                                       16
<PAGE>

NET REVENUES

         Our overall revenues increased from $17,666,624 in 2001 to $17,737,830
in 2002. All of our revenues in 2002 were from our AAMPRO, Inc. subsidiary.

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 to 98% in
2002 from 96% in 2001 primarily due to increase in insurance premiums and in
particular health insurance increases.

OPERATING EXPENSES
<TABLE>
<CAPTION>

                                         2002                  2001                      Change
                                         ----                  ----                      ------

<S>                                      <C>                   <C>                       <C>
Marketing, sales and support             $25,283               $32,577                   (0.22%)

Percentage of net sales                  0.14%                 0.18%                     -
</TABLE>

         Marketing, sales and support expenses for AAMPRO decreased to $25,283
in 2002 from $32,577 in 2001. This decrease was due to cost control measures
implemented in 2002.

<TABLE>
<CAPTION>
                                         2002                  2001                      Change
                                         ----                  ----                      ------

<S>                                      <C>                   <C>                       <C>
General and administrative               $819,832              $811,733                  1.0%

Percentage of net sales                  4.79%                 4.58%                     -
</TABLE>


         General and administrative expenses are composed principally of
salaries of administrative personnel, fees for professional services and
facilities. General and administrative expenses increased to $819,832 in 2002
from $811,733 in 2001. This increase was mostly due to the transition from a
private company to a public company. The 2002 figures for G&A include fees
associated with the Company transitioning to a public company with the requisite
reporting requirements. Furthermore, in order to position the company for growth
and development, it was necessary to retain several consultants on behalf of the
Company. By retaining consultants instead hiring additional staff, the Company
was able to save on usual and customary benefits and payroll taxes. Furthermore,

                                       17
<PAGE>

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. As such the Company does not receive the benefit of
its net operating loss from the first previous three quarters, however, the
Company will receive the benefit of its net operating loss for the fourth
quarter of 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities during 2002 was $200,323, a
decrease of $161,977 compared with net cash provided by operating activities of
$362,300 in 2001.

         Net cash used in investing activities in 2002, was $49,481, an increase
of $24,481 compared with net cash used in investing activities of $25,000 in
2001.

         Net cash used in financing activities in 2002 was $13,382 for [e.g.
payments on capital leases], as compared with $326,146 used in 2001.

         Our capital requirements are dependent on several factors, including
marketing, acquisitions, professional fees and consulting expenses. At December
31, 2002, we had cash and cash equivalents totaling $148,614 compared to $11,154
at December 31, 2001.

         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.

         The Company has embarked on a capital raising campaign through a
private placement of its 10% Series A Preferred Stock in units consisting of
30,000 shares of Series A Preferred Stock together with 30,000 warrants having
an exercise price of $.75 and 30,000 warrants have an exercise price of $1.25.
Each Unit is priced at $22,500.00. The Preferred Shares are convertible into
common stock by multiplying the average bid price by .75 with a cap of $1.00 and
a conversion floor of $.50.


                                       18
<PAGE>

RISKS AND UNCERTAINTY

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

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

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

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

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

CRITICAL ACCOUNTING POLICIES

Revenue Recognition and Returns

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

ITEM 7: FINANCIAL STATEMENTS


Index to Item 7: Financial Statements                                   Page
-------------------------------------                                   ----
Report of Independent Certified Public Accountants                      20
Consolidated Balance Sheet                                              21
Consolidated Statements of Operations                                   23
Consolidated Statements of Stockholders' Equity                         24
Consolidated Statements of Cash Flows                                   25
Notes to Consolidated Financial Statements                              27


                                       19
<PAGE>


                      Rosenberg Rich Baker Berman & Company
                                380 Foothill Road
                              Bridgewater, NJ 08807

                          Independent Auditors' Report


To the Board of Directors and Stockholders of
AMPRO 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 (impairment) and cash flows for
the years ended December 31, 2002 and 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these 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
(impairment) for the years ended December 31, 2002 and 2001 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
April 14, 2003


                                       20
<PAGE>


                       AAMPRO Group, Inc. and Subsidiaries
                        Consolidated Financial Statements
                           Consolidated Balance Sheet
                                December 31, 2002

<TABLE>
<CAPTION>
                  Assets

<S>                  <C>                                                                                  <C>
Current Assets
         Cash - Note 2                                                                                    $     148,614
         Accounts receivable - Notes 1, 2                                                                       702,496
         Notes receivable                                                                                         3,250
         Prepaid consulting - Notes 1, 8                                                                         26,400
                                                                                                            --------------
                  Total Current Assets                                                                          880,760

Customer lists, net of accumulated amortization of $252,200 - Note 4                                            380,400
Property and equipment, net of $58,924 of accumulated depreciation - Notes 1, 3                                  32,493
Deposits                                                                                                          3,525
                                                                                                            --------------
                  Total Assets                                                                                1,297,178
                                                                                                            ==============

                  Liabilities and Stockholders' Equity (Impairment)

Current Liabilities
         Accounts payable                                                                                        54,438
         Accrued expenses                                                                                       446,267
         Health benefits payable - Note 5                                                                       747,839
         Payroll taxes payable                                                                                  357,099
         Current maturities of long-term debt - Note 6                                                           15,095
         Client deposits                                                                                        109,893
                                                                                                            --------------
                  Total Current Liabilities                                                                   1,730,631

Long-term debt, excluding current maturities - Note 6                                                            53,391
                                                                                                            --------------
                  Total Liabilities                                                                           1,784,022
                                                                                                            --------------

Stockholders' Equity (Impairment)
         Common stock, no par value, 50,000,000 shares authorized, 12,664,107
                  issued and outstanding                                                                         12,664
         Additional paid in capital                                                                             258,477
         Accumulated (deficit)                                                                                 (757,985)
                                                                                                            --------------

                  Total Stockholders' Equity (Impairment)                                                      (486,844)
                                                                                                            --------------

                  Total Liabilities and Stockholders' Equity (Impairment)                                 $ 1,297,178
                                                                                                            ==============
</TABLE>



               See notes to the consolidated financial statements.

                                       21
<PAGE>

<TABLE>
<CAPTION>

                       AAMPRO Group, Inc. and Subsidiaries
                        Consolidated Financial Statements
                      Consolidated Statements of Operations


                                                                                          Year Ended December 31,
                                                                                          --------------------------------
                                                                                                2002              2001
                                                                                          ----------------  --------------
<S>                                                                                       <C>               <C>
Revenue - Note 1                                                                       $    17,737,830    $   17,666,624
                                                                                          ----------------  --------------

Cost of Services
         Payroll                                                                            14,827,693        14,819,854
         Payroll taxes                                                                       1,414,065         1,153,672
         Employee benefits                                                                   1,058,674           875,797
         Workers compensation insurance                                                        165,691            78,939
                                                                                          ----------------  --------------
                  Total Cost of Services                                                    17,466,123        16,928,262
                                                                                          ----------------  --------------

Gross Profit                                                                                   271,707           738,362
                                                                                          ----------------  --------------

Operating Expenses
         General and administrative expenses                                                   591,594           742,880
         Selling expenses                                                                       25,283            32,577
         Depreciation                                                                           20,108            24,783
         Impairment of customer list - Note 4                                                  160,216                 -
         Amortization                                                                           47,914            44,070
                                                                                          ----------------  --------------
                  Total Operating Expenses                                                     845,115           844,310
                                                                                          ----------------  --------------

Loss From Operations                                                                          (573,408)         (105,948)
                                                                                          ----------------  --------------

Other Income (Expense)
         Interest income                                                                           869                 -
         Interest expense                                                                      (22,172)          (19,065)
                                                                                          ----------------  --------------
                  Total Other (Expense)                                                        (21,303)          (19,065)
                                                                                          ----------------  --------------

                                                                                              (594,711)         (125,013)
Loss Before Income Taxes

Income Taxes                                                                                       500               200
                                                                                          ----------------  --------------
                                                                                       $      (595,211)   $     (125,213)
Net Loss
                                                                                          ================  ==============

Earning (Loss) Per Share (Note 1)                                                      $         (0.06)   $        (0.01)

Weighted Average Number of Common Shares Outstanding                                        10,757,258        10,264,107
</TABLE>

               See notes to the consolidated financial statements.

                                       22
<PAGE>




                       AAMPRO Group, Inc. and Subsidiaries
                        Consolidated Financial Statements
          Consolidated Statements of Stockholders' Equity (Impairment)
            For the Period January 1, 2001 through December 31, 2002


<TABLE>
<CAPTION>


                                                           Common Stock            Additional
                                                   -----------------------------
                                                    Number of         Amount        Paid In        Accumulated
                                                      Shares                        Capital         (Deficit)        Total
                                                   -------------   -------------  -------------  ----------------  --------------


<S>                            <C>                    <C>       <C>             <C>            <C>               <C>
              Balance, January 1, 2001                2,500     $      100      $      -       $      (37,561)   $      (37,461)

Net Loss for the Year Ended
      December 31, 2001                                      -              -     -                  (125,213)         (125,213)

Contributed Capital                                          -              -        120,035                -           120,035
                                                   -------------   -------------  -------------  ----------------  --------------
                                                         2,500            100        120,035         (162,774)          (42,639)
Balance, December 31, 2001

Recapitalization of Shares Pursuant to Reverse
         Merger Acquisition                         10,261,607         10,164         68,342                -            78,506

Common Stock Issued for Consulting Services          2,400,000          2,400         55,100                -            57,500

Option Issued for Consulting Services                        -              -         15,000                -            15,000

Net Loss for the Year Ended
December 31, 2002                                            -              -              -         (595,211)         (595,211)
                                                   -------------   -------------  -------------  ----------------  --------------
                                                    12,664,107  $      12,664   $    258,477   $     (757,985)   $     (486,844)
Balance, December 31, 2002
                                                   =============   =============  =============  ================  ==============

</TABLE>


               See notes to the consolidated financial statements.

                                       23
<PAGE>

                       AAMPRO Group, Inc. and Subsidiaries
                        Consolidated Financial Statements
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                      Year Ended December 31,
                                                                                                 ----------------------------------
                                                                                                      2002               2001
                                                                                                 ---------------    ---------------
<S>                                                                                           <C>                <C>
                            Cash Flows From Operating Activities
                                              Net Loss                                        $      (595,211)   $      (125,213)
                            Adjustments to Reconcile Net Loss to Net Cash
                  Provided by Operations
                           Depreciation and amortization                                               68,022             68,853
                           Impairment of customer lists                                               160,216                  -
                           Stock and option issued for consulting services                             72,500                  -
         Decrease (Increase) in Assets
                           Accounts receivable                                                       (469,033)            82,685
                           Prepaid consultants                                                        (26,400)             1,015
                           Deposits                                                                      (325)                 -
         Increase (Decrease) in Liabilities
                           Bank overdraft                                                            (117,241)            15,216
                           Accounts payable                                                           (38,169)            85,849
                           Accrued expenses                                                           405,090            (38,364)
                           Health benefits payable                                                    462,462            236,005
                           Payroll taxes payable                                                      269,085             10,700
                           Client deposits                                                              9,327             25,554
                                                                                                 ---------------    ---------------
                  Net Cash Provided by Operating Activities                                          200,323            362,300
                                                                                                 ---------------    ---------------
    Cash Flows From Investing Activities
         Purchase of equipment                                                                       (4,481)            (25,000)
         Cash paid for customer list                                                                 (45,000)           -
                                                                                                 ---------------    ---------------
         Net Cash (Used) in Investing Activities                                                     (49,481)           (25,000)
                                                                                                 ---------------    ---------------
    Cash Flows From Financing Activities
         Advances to vendor                                                                          -                  (587,600)
         Advances from vendor                                                                        -                  137,980
         Advances for notes receivable                                                               3,250              -
         Repayments of note payable                                                                  (16,632)           (1,420)
         Repayment of stockholder loans                                                              -                  (120,035)
         Loans from stockholder                                                                      -                  21,168
         Proceeds from note payable                                                                  -                  30,000
         Proceeds from long term note payable                                                        -                  73,726
         Proceeds from contribution of capital                                                       -                  120,035
                                                                                                 ---------------    ---------------
    Net Cash (Used) in Financing Activities                                                          (13,382)           (326,146)
                                                                                                 ---------------    ---------------
    Net Increase in Cash                                                                             137,460            11,154
    Cash at Beginning of Year                                                                        11,154             -
                                                                                                 ---------------    ---------------
    Cash at End of Year                                                                          $   148,614        $   11,154
                                                                                                 ===============    ===============
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                              <C>                <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for:
                  Interest Expense                                                               $    22,172        $   19,065
                                                                                                 ===============    ===============
                  Income Taxes                                                                   $       200        $      200
                                                                                                 ===============    ===============


NON-CASH INVESTING AND FINANCING ACTIVITIES
 During the year ended December 31, 2001 the Company acquired a customer list in
 exchange for the forgiveness of advances to a vendor.
</TABLE>

               See notes to the consolidated financial statements.

                                       25
<PAGE>



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



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.

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

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

Allowance for Doubtful Accounts
An allowance for doubtful accounts for 2002 has not been established, as all
accounts receivable are considered to be collectible.

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


                                       26
<PAGE>

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

Loss Per Share
Loss per share, in accordance with the provisions of Financial Accounting
Standards Board No. 128. "Earnings Per Share," is computed by dividing the net
loss by the weighted average number of common shares outstanding during the
period.

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 $17,555 and $32,577 for the years ended December 31, 2002 and 2001
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.

NOTE 2 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK

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


                                       27
<PAGE>

The Company provides credit in the normal course of business. The Company
performs ongoing credit evaluations of its customers and does not maintain an
allowance for doubtful accounts because management believes all accounts
receivable are considered to be collectible.

NOTE 3 - PROPERTY AND EQUIPMENT

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

Computer equipment and software                       $         86,917
Office furniture                                                 4,500
                                                          ---------------
         Total                                                  91,417
Less: accumulated depreciation                                  58,924
                                                          ---------------
         Total                                        $         32,493
                                                          ===============

Depreciation expense charged to operations amounted to $20,108 and $24,783 for
the years ended December 31, 2002 and 2001, 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 $47,914 for the year ended December 31, 2002 and
$44,070 for the year ended December 31, 2001.

During 2002, the Company determined that, based on estimated future cash flows,
the carrying amount of the above customer list exceeds fair value by $160,216,
accordingly, an impairment loss of that amount was recognized and is included in
operating expenses.

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, which is
included in accrued expenses. The customer list is being amortized on a
straight-line basis over ten years. No amortization expense was recognized in
2002.

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 enrollment
documents and meeting eligibility requirements. Participating employees
contribute to the cost of their coverage premiums through payroll deductions.

                                       28
<PAGE>

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, 2002 amounted to
$693,272, and consists of amounts due to providers based on claims filed and
estimates of claims incurred before December 31, 2002 but not reported.

NOTE 6 - LONG-TERM DEBT

    Long-term debt is comprised of the following:

<TABLE>
<CAPTION>
<S>     <C>                                                                                            <C>
         Installment Notes
         Interest at 15.3% due in monthly installments of $239 including interest through
         December 2005 secured by equipment with a net book value of $3,041                             $         6,379

         Interest at 15.3% due in monthly installments of $599 including interest through May
         2006 secured by equipment with a net book value of $18,750                                              18,670

         Interest at 10% due in monthly installments of $1,033 including interest through April
         2007                                                                                                    43,437
                                                                                                            --------------
                                                                                                                 68,486
                           Total

                  Less Current Maturities                                                                        15,095
                                                                                                            --------------
                  Long-Term Debt, Net of Current Maturities                                             $        53,391
                                                                                                            ==============

         Total maturities of long-term debt are as follows:

                  Years Ending December 31,
                                    2003                                                                $        15,095
                                    2004                                                                         17,277
                                    2005                                                                         18,383
                                    2006                                                                         13,685
                                    2007                                                                          4,046
                                                                                                            --------------
                                                                                                        $        68,486
                                                                                                            ==============
</TABLE>

NOTE 7 - INCOME TAXES

 The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

                                                                                                           December 31,
                                                                                                 ----------------------------------
                                                                                                 2002               2001
                                                                                                 ---------------    ---------------
<S>                                                                                                       <C>                <C>
                  Current
                                    Federal                                                  $              -       $          -
                                    State                                                                 500                200
                                                                                                 ---------------    ---------------
                                                                                             $            500       $        200
                                                                                                 ===============    ===============
</TABLE>


                                       29
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
                  Federal and State Net Operating Losses                                                        $        179,470
                  Less: Valuation Allowances                                                                            (179,470)
                                                                                                                    ---------------
                  Net Deferred Tax Assets                                                                       $              0
                                                                                                                    ===============
</TABLE>


The Company has net operating loss carryforwards for federal income tax purposes
of approximately $525,000, which expires in 2022. The Company has net operating
loss carryforwards for state income tax purposes of approximately $552,000,
which expire in 2009.

The differences between income tax provision in the financial statements and the
tax benefit computed at the U.S. Federal statutory rate of 34% at December 31,
2001 are as follows:

<TABLE>
<CAPTION>

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

NOTE 8 - COMMON STOCK ISSUED FOR SERVICES

The Company issued 1,580,000 shares to various consultants for services. The
shares were valued at fair market value at the date of issuance. At December 31,
2002, $26,400 is included as prepaid consulting.

NOTE 9 - OPERATING LEASE COMMITMENTS

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

Rent expense for the years ended December 31, 2002 and 2001 was $38,400 and
$38,400, respectively.

NOTE 10 - EQUITY COMPENSATION PLAN

During the year, 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 3 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.


                                       30
<PAGE>

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 500,000 shares at $.02 per share. The options have been valued at
$15,000 using the Black-Scholes pricing model. Subsequent to the year end, all
options were exercised.


NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS

Standards Implemented
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections," effective May 15, 2002. SFAS No.
145 eliminates the requirement that gains and losses from the extinguishment of
debt be aggregated and classified as an extraordinary item, net of tax, and
makes certain other technical corrections. SFAS No. 145 did not have a material
effect on the Company's Consolidated Financial Statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 addresses significant issues
relating to the implementation of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and develops
a single accounting model, based on the framework established in SFAS No. 121
for long-lived assets to be disposed of by sale, whether such assets are or are
not deemed to be a business. SFAS No. 144 also modifies the accounting and
disclosure rules for discontinued operations. The standard was adopted on
January 1, 2002, and did not have a material impact on the company's
Consolidated Financial Statements.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires the use
of the purchase method of accounting for business combinations and prohibits the
use of the pooling of interests method. Under the previous rules, the company
used the purchase method of accounting. SFAS No. 141 also refines the definition
of intangible assets acquired in a purchase business combination. As a result,
the purchase price allocation of current business combinations may be different
than the allocation that would have resulted under the old rules. Business
combinations must be accounted for using SFAS No. 141 effective July 1, 2001.

SFAS No. 142 eliminates the amortization of goodwill, requires annual impairment
testing of goodwill and introduces the concept of indefinite life intangible
assets. The Company adopted SFAS No. 142 on January 1, 2002. The new rules also
prohibit the amortization of goodwill associated with business combinations that
closed after June 30, 2001. The adoption of SFAS No. 141 and 142 did not have a
material effect on the company's Consolidated Financial Statements.

New Standards to be Implemented
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 provides accounting and reporting guidance for legal
obligations associated with the retirement of long-lived assets that result from

                                       31
<PAGE>

the acquisition, construction or normal operation of a long-lived asset. SFAS
No. 143 requires the recording of an asset and a liability equal to the present
value of the estimated costs associated with the retirement of long-lived assets
where a legal or contractual obligation exists. The asset is required to be
depreciated over the life of the related equipment or facility, and the
liability is required to be accreted each year based on a present value interest
rate. The standard is effective for the Company on January 1, 2003. The Company
has reviewed the provisions of this standard, and its adoption is not expected
to have a material effect on the Company's Consolidated Financial Statements.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 supersedes EITF No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit and Activity (Including Certain Costs Incurred in a Restructuring)," and
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Such liabilities should
be recorded at fair value and updated for any changes in the fair value of each
period. The Company is currently evaluating the possible effect on future
Consolidated Financial Statements.


NOTE 12 - SUBSEQUENT EVENTS

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 one hundred
thousand options at $ .50 per share for a two year period.

On February 3, 2002, the Company agreed to license technology from ProMana
Technologies, Inc. ProMana Technologies, Inc. offers an internet based payroll,
human resources, employee self-service system as a business service on a hosted
basis ( the system). ProMana Technologies, Inc. grants to the Company a non
exclusive , non-transferable license to market and use the System, associated
online demonstration programs, implementation guides, documentation and
marketing materials. The Company paid to ProMana Technologies, Inc. the standard
initial fee of $112,500.

In addition, the Company will pay the following user fees for transactions that
are performed on the system.

Use fee for Payroll, Human Resources, Benefits Manager and Employee self
services:
$ 15 per employee per month for the first 5,000 employees
$ 14 per employee per month for the next 2,500 employees
$ 13 per employee per month for the next 2,500 employees
$ 12 per employee per month for the next 2,500 employees
$ 11 per employee per month for all other employees

The fee per employee for payroll only usage shall be $ .50 per employee per
month. If the calculated fees are less than $5,000 in any month, then the
Company will pay a monthly minimum use fee fo $ 5,000 instead of the calculated
fee.

                                       32
<PAGE>

The initial term of the agreement shall be five years and automatically renew
for an additional one year period unless notified in writing.

On February 10, 2003, the Company entered into an agreement with a consultant,
whereby, for services to be provided, the consultant received 50,000 shares of
the Company's common stock and 100,000 stock options. The options were granted
under the terms of the 2002 Equity Compensation Plan and have an exercise price
of $0.36 per share, which was the fair market value per share of the Company's
common stock on the date of the agreement. 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 April 10, 2003, the Company entered into an option agreement with an officer
of the Company, whereby, the officer was granted 1,800,000 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 $0.21 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. Pursuant to the agreement, on each anniversary (through 2008),
the Company shall grant to the officer an additional 1,800,000 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 $0.21.

On April 10, 2003, the Company entered into an option agreement with an employee
of the Company, whereby, the employee was granted 300,000 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 $0.21 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. Pursuant to the agreement, on each anniversary (through 2008),
the Company shall grant to the employee an additional 300,000 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 $0.21.

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 $0.21 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. 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 $0.21.

Subsequent to the year-end, the Company is offering 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

                                       33
<PAGE>

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.

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 received 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.


                                       34
<PAGE>


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

None

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               57      Chairman, CEO and Director

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

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

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

         Beverly Horton, Director of Human Resources -- AAMPRO subsidiary, holds
a Bachelors degree in Business Administration from the College of St. Elizabeth
along with numerous courses in Human Resources Management, Personnel Law,
Benefits Administration (CEBS sponsored), Safety Management, Industrial Hygiene,
and Risk Management. Ms. Horton has significant HR background working in a wide
range of industries.


                                       35
<PAGE>


ITEM 10: EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

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

SUMMARY COMPENSATION TABLE (1)

<TABLE>
<CAPTION>
                                                                   Long term compensation
                                                                   Number of securities
Name and position             Year                Salary           Underlying options (2)
-----------------             ----                ------           ----------------------

<S>                           <C>                 <C>              <C>
Stephen Farkas                2002                $105,000         0
Joanne Widitz                 2002                $60,000          0
Beverly Horton                2002                $60,000          0
</TABLE>

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

     (2) Represents options granted to such executives.

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

OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2002

         None

OPTION EXERCISES AND YEAR-END OPTION VALUES

         None

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

                                       36
<PAGE>

basis. No other officers or directors have employment agreements with the
Company.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following tables shows all directors and officers of the Company
and all persons known to the Company to be the beneficial owner of more than
five percent of the Company's common stock as of December 31, 2002.
<TABLE>
<CAPTION>

                                                              Amount     and     Nature    of  Percent    of
Name of Beneficial Owner                                      Beneficial Ownership (1)         Class
------------------------                                      ------------------------         -----

<S>                                                           <C>                              <C>
EXECUTIVE OFFICERS AND DIRECTORS
Stephen L. Farkas                                             9,682,000                        76.4%

                                                              -------------------------------- --------------
All directors and executive officers
As a group (1 persons)                                        9,682,000                        76.4

OTHER 5% STOCKHOLDERS
None                                                          --                               --

                                                              -------------------------------- --------------
All directors, executive officers and 5% stockholders as a
group                                                         9,682,000                        76.4%
</TABLE>


         (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

PART IV
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' Report issued thereon, are
incorporated by reference in Part II, Item 7:

                                       37
<PAGE>

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

2. Exhibits

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

2.1      Stock Purchase Agreement dated as of September 26, 2002 by and among
         the Company, AAMPRO, Inc. and the stockholders of AAMPRO, Inc.*
2.2      Amendment to Stock Purchase Agreement dated October 7, 2002 *
3.1      Articles of Incorporation of the Registrant.**
3.2      Certificate of Amendment to the Articles of Incorporation of the
         Registrant.**
3.3      By-Laws of Registrant.**
4.1      Sample Stock Certificates of the Registrant.**
10.1     Agreement dated December 23, 2002 by and between the Registrant and
         National Employment Alternatives, Inc.
22.1     Subsidiaries of Registrant
99.1     Certifications of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002

Legend   * Incorporated into this Report by reference to the Registrant's Form
         8-K dated October 17, 2002
         ** Incorporated into this Report by reference to the Registrant's Form
         10-SB  dated  June  6,  2002



3. Reports Filed on Form 8-K

         Report Filed on Form 8-K dated October 17, 2002 reporting the
acquisition of AAMPRO, Inc.

         Report Filed on Form 8-K/A dated December 31, 2002 reporting the
financial statements of AAMPRO, Inc.

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.

                                       38
<PAGE>

AAMPRO GROUP, INC.
Registrant)


By /s/ Stephen Farkas
     ------------------------------
 (Stephen Farkas, President, Chief Executive Officer, Principal Accounting
Officer 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          President, Chief Executive               4/ 14 /03
                           Officer, Principal Accounting
                           Officer and Director


                                       39


<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

                                       41
<PAGE>

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


Date:  April 14, 2003                       /s/ Stephen Farkas
                                            -------------------------
                                            Stephen Farkas
                                            Chief Executive Officer and Chief
                                              Financial Officer


EXHIBIT INDEX


2.1      Stock Purchase Agreement dated as of September 26, 2002 by and among
         the Company, AAMPRO, Inc. and the stockholders of AAMPRO, Inc.*

2.2      Amendment to Stock Purchase Agreement dated October 7, 2002 *

3.1      Articles of Incorporation of the Registrant.**

3.2      Certificate of Amendment to the Articles of Incorporation of the
         Registrant.**

3.3      By-Laws of Registrant.**

4.1      Sample Stock Certificates of the Registrant.**

10.1     Agreement dated December 23, 2002 by and between the Registrant and
         National Employment Alternatives, Inc.


22.1     Subsidiaries of Registrant

99.1     Certifications of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002

Legend   * Incorporated into this Report by reference to the Registrant's Form
         8-K dated October 17, 2002
         ** Incorporated into this Report by reference to the Registrant's Form
         10-SB  dated  June  6,  2002




                                       41

<PAGE>