U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10K-SB
                 Annual Report under Section 13 or 15 (d) of the
                         Securities Exchange Act 1934:

                       FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number: 0-31527

                            CERTIFIED SERVICES, INC.
                    (Exact Name of Registrant in its Charter)

            NEVADA                                          88-0444079
(State or other Jurisdiction                   (IRS Employer Identification No.)
    of Incorporation)

             10602 TIMBERWOOD CIRCLE, SUITE 9, LOUISVILLE, KY 40223
           (Address of Principal executive Offices including Zip Code)

                                 (502) 339-4000
                         (Registrant's Telephone Number)

      Securities registered under Section 12(b) of the Exchange Act: NONE.

            Securities registered under Section 12(g) of the Exchange
                         Act: COMMON STOCK, $.001 PAR.

Check whether Registrant (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act during the past 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
..

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment thereto. [ ].

Registrant's revenues for its most recent fiscal year:  $180,149,878.

Market value of Common  stock,  $.001 par, held by  non-affiliates  at March 25.
2002: $2,107,490.

Shares of Common Stock, $.001 par,  outstanding at December 31, 2001:  3,421,145
SHARES.

Documents incorporated by reference: FORM 8-K DATED NOVEMBER 29, 2001 AND FORM
8-K DATED MARCH 21, 2002.

Transitional Small Business Disclosure Format (check one):  Yes [ X ]  No [    ]


                                       1


<PAGE>


<TABLE>
<CAPTION>
                                                          TABLE OF CONTENTS

                                                               PART I

                                                                                                                PAGE

<S>                                                                                                              <C>
Item 1. Description of Business                                                                                  3

Item 2. Description of Property                                                                                 11

Item 3. Legal Proceedings                                                                                       11

Item 4. Submissions of Matters to a Vote of Security Holders                                                    11


                                                              PART II

Item 5. Market For Common Equity and Related Stockholder Matters                                                11

Item 6. Management's Discussion and Analysis or Plan of Operation                                               12

Item 7. Financial Statements                                                                                    F1

Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures                                                                                       15


                                                              PART III

Item 9. Directors, Executive Officers, Promoter and Control Persons;
Compliance with Section 16(a) of the Exchange Act                                                               15

Item 10. Executive Compensation                                                                                 16

Item 11. Security Ownership of Certain Beneficial Owners and Management                                         17

Item 12. Certain Relationships and Related Transactions                                                         18

Item 13. Exhibits and Reports on Form 8K                                                                        18

</TABLE>


                                       2


<PAGE>


                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                                     GENERAL

         Certified Services,  Inc. is a holding company of professional  service
and professional  employer  organizations  ("PEO") throughout the United States.
The Company's headquarters are located in New York, New York.

         Through its wholly-owned operating subsidiary,  America's PEO Holdings,
Inc. and its  subsidiaries,  ("APEO"),  located in Cherry Hill, New Jersey,  the
Company  provides  clients  with a broad  range of  services  including  payroll
processing and reporting,  payroll tax payments and reporting,  human  resources
administration,    employment    regulatory    compliance    management,    risk
management/workers'  compensation  services,  health  care  programs  and  other
products and services  provided directly to worksite  employees.  As of December
31, 2001, the Company served an estimated 162 clients with  approximately  9,000
work-site  employees  generating  approximately  $180 million in gross revenues.
APEO  operated  primarily  in  New  Jersey,  Pennsylvania,  New  York,  Alabama,
Delaware, Georgia, Idaho, Illinois, Kentucky, Indiana, Maryland,  Massachusetts,
Mississippi, North Carolina, and Virginia.

                                 COMPANY HISTORY

         The Company was incorporated in Nevada on September 15, 1999 to provide
signatory,  document preparation and loan processing services to mortgage,  real
estate and other financial  service firms and their  customers.  On November 21,
2001,  Midwest Merger  Management,  LLC acquired control of the Company with the
purchase of 52.6% of the issued and outstanding common stock of the Company from
Martin Bothmann, Michael Zuliani, Colin Fidler, Christine Recarey, Brian Paradis
and St.  Andrews  Venture  Capital.  Pursuant  to the  change of  ownership  and
business  direction,  the  Company  focused on  acquiring  professional  service
companies.

         On  November  21,  2001,  the  Company  consummated  a  Share  Purchase
Agreement with America's PEO Holdings, Inc., a Delaware corporation, to purchase
all of America's  PEO  Holdings,  Inc.'s  issued and  outstanding  common stock.
America's PEO Holdings,  Inc. is a holding  company whose  subsidiaries  provide
professional  employee  staffing and personnel  services.  APEO's  subsidiaries,
which are now  wholly  owned by the  Company,  are  America's  PEO,  Inc.,  Omni
Financial  Services,  Inc.,  National Labor Force, Inc., National Labor Force 1,
Inc.,  American Labor Services,  Inc.,  Western American Labor Force,  Inc., Mid
Atlantic Equities,  Inc.,  Delaware Valley  Properties,  Inc. and Granhill Asset
Management, Inc.

                                  THE INDUSTRY

         The professional  employer  organization  industry earmarked its growth
during the late  1980's.  The  National  Association  of  Professional  Employer
Organizations  (NAPEO)  was  formed  in  1985  and  is  the  oldest  association
representing the interests of professional employer organizations,  serving more
than two million employees and growing.


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<PAGE>

         The last  decade  has been a period  of  significant  growth in the PEO
industry. APEO believes the trend will continue and points to several factors it
believes are driving the demand for PEO growth including:

          o    The  increasing  technical  expertise  required to manage today's
               businesses.

          o    The increasing complexity of state and federal taxation issues.

          o    The  increasing  pressure on companies to manage their  resources
               better.

          o    The increasing need for companies to provide employee benefits at
               an affordable price.

          o    The diversity of services offered by PEOs.

          o    The increased  recognition  and  acceptance of PEOs by regulatory
               authorities.

         The PEO assumes the  responsibility  and liability for the "business of
employment,"  by  establishing  an  employment  relationship  with the work-site
employees,  thereby providing the client the manpower,  time and other resources
necessary to better manage the "business of business."

         The PEO assumes the responsibility of payment of wages, compliance with
rules and  regulations  governing  the reporting as well as the payment of state
and federal taxes. In addition,  the PEO assumes risks in undertaking  functions
as it relates to the clients personnel areas.

                                 CLIENT SERVICES

         APEO offers a broad range of services  including payroll processing and
reporting, payroll tax remittance and reporting, human resources administration,
employee benefit services administration,  risk management, workers compensation
services, as well as optional retirement and health care programs.

         PAYROLL  AND TAX  ADMINISTRATION  SERVICES:  APEO  handles  the  entire
payroll process from the time the employees  complete their W-4's until the time
they receive their W-2's.  The payroll  department  located in Cherry Hill,  New
Jersey   services  its  clients.   APEO  assigns   clients  to  payroll  service
representatives  to ensure  quality and timely  recognition  and completion of a
clients'  assigned  payroll.   The  payroll   representatives   receive  payroll
information  from the client via the Internet,  e-mail and or fax. APEO provides
remote  electronic  data entry and on-site  production  of  paychecks as well as
required  reports for the  client.  Additional  services  offered by the payroll
department  include:   employment  verifications,   employee  benefits  reports,
managing compliance with applicable  federal,  state, and local tax regulations,
direct deposit,  maintaining  vacation or sick pay accruals,  providing  payroll
reports such as labor distribution and overtime reports, and overall maintenance
of payroll records. The payroll service center is currently responsible for more
than 10,000 checks per week.

         HUMAN RESOURCES  SERVICES:  APEO handles many human resource  functions
for the client as it relates to  unemployment  matters,  personnel  matters  and
compliance with the ever-changing federal and state laws. APEO provides guidance
on employment-related  matters,  provides human resources related forms, designs
employee  hand-books,  and  provides  guidance  as it  relates to the Family and


                                       4


<PAGE>

Medical Leave Act of 1993  ("FMLA")  administration.  APEO also provides  custom
consulting  services  on  such  issues  as ADA,  FMLA,  FLSA,  EEO,  INC and IRS
compliance matters. This is usually done on a client-by-client request basis and
for a fee.  Additional  services  offered  by  the  human  resources  department
include:  administration of human resource  records,  management of unemployment
claims and the administration of COBRA rights as federally required.

         EMPLOYEE BENEFIT SERVICES: APEO is able to offer affordable health care
programs  that  would be  otherwise  unavailable  to the  client  and  work-site
employee.  APEO is able to provide this due to its collective size.  APEO's size
provides  a certain  level of  buying  power  that the  clients  cannot  achieve
themselves.  Additional  products offered by APEO's benefits department include:
dental  insurance,  accidental death insurance,  short and long-term  disability
insurance,  health insurance options such as prescription  card, and group rates
for legal services.  Additional  services offered by APEO include:  unemployment
claim/contribution management and complete insurance auditing/claims management.

         In  addition   APEO  offers  a  multiple   employer   401(k)   deferred
compensation  plan. As a multiple employer plan, APEO's work-site  employees can
customize the plan  characteristics  such as rules of  eligibility  and employer
matching contributions to suit their needs.

         RISK MANAGEMENT AND CLAIMS  MANAGEMENT  SERVICES:  APEO offers programs
that are designed to control  incidence,  frequency and severity of work related
injuries.  APEO provides  complete risk analysis of the client's  facilities and
operations and works with the client to remedy problems. APEO's safety engineers
evaluate  losses and claims,  work with the  insurance  carriers to create light
duty jobs for  individuals to return to work as soon as practical,  and focus on
identified problem areas in the client's facility.

         APEO provides additional services that include: underwriting for better
control and to determine loss exposure; evaluate internal controls at the client
level  making  recommendations  for  improvement;   work-site  safety  programs;
workers' compensation  coverage;  tracking systems that assure injured employees
receive appropriate and timely treatment;  claims investigation;  follow-up with
doctors and injured employees;  follow-up on claims handling; and preparation of
reports of claims or unemployment status.

         UNEMPLOYMENT  ADMINISTRATION  SERVICES:  APEO's  unemployment  services
department  processes state unemployment  claims as they relate to the work-site
employees.  APEO  from  time  to  time  determines  unemployment  claims  to  be
unwarranted.  In those cases, APEO will file the necessary protest as allowed in
the various states regulatory procedures.

                          CUSTOMERS AND MARKET SEGMENTS

         Approximately 90 percent of APEO's current business came as a result of
referrals from clients, insurance program providers and business consultants.

         As  of  December  31,  2001,   APEO's   customer   base   consisted  of
approximately 162 clients with an average of approximately  55.5 employees for a
total of  approximately  9,000  work-site  employees at year's end 2001. APEO is


                                       5


<PAGE>

striving to become a  sales/market  driven PEO focused on specific  markets that
provide  long-term growth with controlled  risk. APEO will continue  focusing on
its "niche" market (transportation) as well as other "niche" type of markets.

           APEO's client base by industry grouping for the year-end 2001 is:

           CATEGORY                            % OF CLIENT REVENUE PER INDUSTRY
           --------                            --------------------------------
           Transportation                                    49.97%
           Longshoreman                                      10.99%
           Staffing                                           6.43%
           Construction                                      12.83%
           Warehousing                                        4.66%
           Service (1)                                        4.03%
           Manufacturing                                      8.95%
           Utility                                            0.87%
           Auto Repair                                        0.62%
           Landscaping                                        0.49%
           Restaurant                                         0.09%
           Clerical                                           0.07%

(1)  Services  consist  primarily  of business in the  following:  Non-Emergency
     Medical, Building Maintenance,  Janitorial,  Plumbing, Tow Truck Operation,
     Driver Training Instruction, and Home Nursing.

         CUSTOMER  SELECTION:  APEO evaluates  each  potential  client before it
begins to provide services for that client.  The evaluation  includes  reviewing
the prospect's  financial  history,  past and current workers  compensation risk
history,  growth  history,  industry type,  reason the prospect wishes to employ
APEO,  APEO's  ability  to handle the  prospect's  business  adequately  and the
assumed or predicted  profit the new  relationship  would provide to APEO.  Many
times  APEO  will  determine  an  on-site  visit  is  required  before  a  final
determination  is made to add the  prospect  to the PEO.  Upon the review  being
completed,  and upon all of the PEO's  criteria  being met,  the PEO and the new
client into a formal  Services  Agreement,  which  establishes  the  co-employer
relationship. The method of payment is generally weekly.

         APEO  typically  markets  its  service  to  mid-sized  businesses  with
work-site  employee  basis  ranging  from  10 to  1000.  APEO  generally  avoids
marketing to clients with 5 work-site  employees or less. APEO avoids  marketing
to  industries  it feels  are high  risk  including:  occupations  that  require
exterior work  performed in excess of 2 stories,  transportation  companies that
specialize in hazardous materials,  amusement parks, circuses,  occupations that
pose a  significant  occupational  disease  hazard  (such as asbestos  removal),
construction  of dams or bridges,  fireman,  police  officers or armed  security
guards,  and any occupation that requires  working with  munitions,  explosives,
fireworks,  fuses,  dynamite,  nitroglycerine  or any other  product used in the
construction of these devices.

         APEO reviews all of its clients on a weekly basis.  The review  process
includes noting workers' compensation risk or loss activity, the client's actual
gross profit to plan comparison, and the client's payment status. In addition to


                                       6


<PAGE>

these standard reviews, the payroll and human resources  departments provide the
review  committee  with detail of any peculiar  problems that might pertain to a
client.

         APEO  reviews  pricing on a regular  basis and may increase or decrease
prices to a client from time to time based on the overall  review the client and
based on the  business  model APEO has  established.  In  addition  to  possible
increases or decreases  in price APEO may choose to  terminate  the  co-employer
relationship,  if in the regular reviews of operations major changes or problems
have become the norm or if the desired gross profit margin is in jeopardy.

         APEO  estimates  its  retention   since  inception  in  1997  has  been
approximately  95%. APEO has enjoyed this  estimated  high  retention due to its
high level of service and  controlled  growth  since 1997.  A detailed  "account
tracking recap" is being  established to keep accurate  records of new customers
(adds) and terminated or lost customers  (deletes),  and the reason i.e. cost of
service, dissatisfaction with the service or other.

         CLIENT SERVICES  AGREEMENT:  APEO requires all clients to enter into an
agreement  (Services  Agreement)  with the PEO. The  agreement is for an initial
term  of  one-year  subject  to  termination  by  the  PEO or  the  client  upon
thirty-days written notice, and subject to immediate  termination by the PEO for
non-payment  by the  client  for  services,  fees or taxes.  In some but not all
cases,  the PEO may require the owners of a client to  personally  guarantee the
client's obligation under the Services Agreement.

         The fee generally covers the cost of certain  employment related taxes,
workers' compensation insurance coverage and administrative services cost, which
includes payroll  processing,  record keeping,  safety and regulatory matters as
set forth in the  agreement.  The  client's  portion  of health  and  retirement
benefit plan costs is charge  separately  and is not included in the weekly fee.
If the client has  requested  additional  consulting  on  specific  matters  not
covered by the  Services  Agreement,  that  charge  would be added as a separate
invoiced item. The fee is determined by and between APEO and the client on a one
by one basis and the  components  of the pricing  includes:  number of work-site
employees, the risk and historical losses of the client, credit checks, industry
type and gross profit impact.

         CLIENT INDEMNIFICATION AGREEMENT: In addition to the Services Agreement
APEO  requires  each of its clients to  acknowledge  that it is the  financially
responsible  party in those aspects of the  relationship  where the customer has
retained exclusive  control.  The client promises to indemnify and hold harmless
the Company for claims, damages and costs associated with the following:  damage
to client  client's own property by a leased  employee  under the  direction and
control of the client:  claims  against APEO relating to any person  employed by
the client outside the PEO relationship:  regulatory  violations associated with
EEOC,  OSHA,  ADA,  discrimination  and other  such  laws,  where the client has
exclusive  control of the workplace:  employee  benefit matters where the client
has provided the benefit outside the PEO relationship:  misappropriation  of any
employee  funds by client:  theft by a leased  employee  engaged in the client's
business  and under  the  direction  and  control  of the  client:  and  matters
pertaining  to  collective  bargaining  agreement(s)  to which  the PEO is not a
party.


                                       -7-


<PAGE>

                                     PRICING

         In general,  APEO looks to generate  approximately $525 per co-employee
per year from each client.  The majority of APEO's revenue is generated from the
administration  fee charged to the client,  with additional  revenues  generated
from  the  resale  of the  worker's  compensation  insurance  coverage.  APEO is
investigating additional revenue streams from new and or additional products and
services at this time, which it expects to report on and to capitalize on within
the next several quarters.

                               SALES AND MARKETING

         APEO  markets  its  services  through a  commission  based  sales force
located  through  out  the  United  States  and  consists  of  ten,   individual
commission-based  sales  associates,  seven  insurance  agencies and several PEO
consulting  firms which  provide  leads to APEO on a commission  basis.  At this
time,  APEO does not require its various  commissioned  sales  associates  to be
exclusive  agents,  although  the  some  of the  larger  producers  have  signed
exclusivity  agreements  with APEO. In addition,  APEO  initiates  oversight and
marketing  meetings  with  all  of  its   commission-based   associates  at  its
headquarters several times each year.

                           ADVERTISING AND E-COMMERCE

         ADVERTISING:   APEO  does  not   engage  in   significant   advertising
activities.

         E-COMMERCE: APEO does anticipate expanding the use of its technology in
the very near future.  As a marketing  tool, APEO plans for its web site to be a
showcase of the prowess of APEO's integrated  software  systems,  as well as the
ability to deliver payroll and human resource  services directly to a customer's
desktop.  In addition,  it is in APEO's near term plans to implement  additional
on-line  services,  product and  services  purchase  capacity  with a browser of
integrated  services  and the use of  unique CD Rom  business  cards to serve as
"audio brochures"  offering direct access to the web site. The presentation will
offer a dramatic sampling of the bounty of technological  advantages  enjoyed by
the customers and employees of APEO's PEO.

                               TRADE ASSOCIATIONS

         APEO is a member of The National Association of Professional  Employers
Organizations, the premier trade association for the PEO industry.

                         INSURANCE VENDOR RELATIONSHIPS

         Insurance  coverage's  and  programs  play a  pivotal  role  in the PEO
industry.  APEO provides  benefits and coverage to its clients and its work-site
employees  under various  arrangements  and among several key vendors.  The most
significant insurance relationships are as follows:


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<PAGE>

         WORKERS  COMPENSATION  INSURANCE:  At December 31,  2001,  APEO carried
several insurance policies which collectively covered the workers'  compensation
insurance  risk  of  APEO's  wholly  owned  subsidiary,  America's  PEO  and its
affiliated companies.

         Legion Insurance Co., CNA,  Traveler's  Insurance Co., Ohio State Fund,
WV State Fund and IWFI issued the coverage.  In addition,  through  November 10,
2001,  the affiliated  companies  were covered by an insurance  policy issued by
Frontier  Insurance Co., which was non-renewed  due to Frontier  Insurance Co.'s
financial difficulties.

         HEALTH  INSURANCE:  At December 31, 2001, APEO sponsored a self-insured
health  program  applicable to employees in those states where such a plan could
operate.  The plan,  named  America's  PEO/OmniStaff  Health  Benefit Plan had a
limited per-claim monetary  exposure,  with costs exceeding the loss cap insured
with a policy of  re-insurance  issued by ING  Employee  Benefits.  Claims  were
processed  through  Consolidated  Claims,  Inc. and  Healthchoice,  Inc.,  which
jointly  served as TPA and claims  administrator  for the program.  The plan was
terminated  effective January 1, 2002, and replaced with first-dollar  insurance
coverage through Physicians' Health Choice (PHS) and Blue Cross/Shield.

         At December  31,  2001,  dental  benefits  were  available to employees
through  ReliaStar  Life  Insurance  Company.  The plan offers choice  between a
regular dental plan and one providing orthodonture coverage. This is a voluntary
plan,  and employees may enroll without  participating  in APEO's offered health
benefit plan.

                          MIS & INFORMATION TECHNOLOGY

         APEO has invested in the  development and maintenance of its integrated
and comprehensive software system with its high-end hardware. The investment has
provided APEO with a superior information system.

         The  integrated  system  allows  direct  access for data entry,  report
creation and the ability to print checks from their own location  under  APEO's'
direction and control. This function is accomplished by means of electronic data
transfer over the Internet.

                                   COMPETITION

         The PEO industry  consists of approximately  1,000  companies,  most of
which  serve a single  market or region.  The  Company  believes  that there are
several PEOs with annual revenue  exceeding $500 million.  The Company considers
its primary  competition  to be these large national and regional PEO providers,
as well as the traditional form of employment of employees.

         The payroll services industry is characterized by intense  competition.
Management  believes that Automatic  Data  Processing,  Inc. and Paychex,  Inc.,
which have  purchased  PEOs in Florida,  are and will remain  competitors in the
future.  The Company also competes with manual payroll  systems sold by numerous
companies,  as  well  as  other  providers  of  computerized  payroll  services,
including banks, and smaller independent companies.


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<PAGE>

         The  Company  competes  with these  companies  by  offering  customized
products,  personalized service, competitive prices and specialized personnel to
satisfy a client's particular employee requirements.

         Management  of the  Company  believes  that  its  broad  scope of human
resource  management.  Management  further  believes that its  concentration  on
providing  comprehensive  outsourcing of human resource management services will
set it apart from its competitors.

                               CORPORATE EMPLOYEES

         As of December 31, 2001,  APEO had 38  employees.  Thirty-seven  of the
internal  employees  are located at APEO's  wholly  owned  operating  subsidiary
America's PEO headquarters in Cherry Hill, New Jersey and one safety engineer is
located in Chattanooga,  Tennessee. None of APEO's internal employees is a party
to a collective bargaining agreement.

                               INDUSTRY REGULATION

         Numerous Federal and state laws and regulations  relating to employment
matters,  benefit plans, tax payments and tax filings affect APEO's  operations.
By entering  into a  co-employer  relationship  with its  clients,  APEO assumes
certain  obligations  and  responsibilities  as an  employer  under  these laws.
Because many of these Federal and state laws were enacted before the development
of non-traditional employment relationships,  such as PEOs, temporary employment
and other employment-related outsourcing arrangements, many of these laws do not
specifically  address the obligations and  responsibilities  of  non-traditional
employers.  In addition,  the  definition of "employer"  under these laws is not
uniform.

         Some  governmental  agencies that regulate  employment  have  developed
rules that  specifically  address issues raised by the relationship  among PEOs,
clients and  work-site  employees.  Such  regulations  are  relatively  new and,
therefore,  their interpretation and application by administrative  agencies and
Federal  and state  courts  are  limited or  non-existent.  The  development  of
additional  regulations  and  interpretation  of  existing  regulations  can  be
expected  to evolve  over time.  In  addition,  from time to time,  states  have
considered,  and may in the future  consider,  imposing  certain  taxes on gross
revenues or service fees of APEO and its PEO industry competitors. Therefore, it
cannot be predicted  with  certainty  the nature or extent or  establishment  of
Federal,  state and local  regulations  or whether  any states  will impose such
taxes.

         APEO  mandates  a review of the many and  sometimes-complex  compliance
matters as is  applicable  with  Federal  and state  statutes  and  regulations.
Whether  or  not  a  state  has  licensing,  registration  or  other  compliance
requirements,  APEO  faces a number of other  state and local  regulations  that
could impact its operations.  The PEO industry's legal and regulatory foundation
is not codified in all 50 states. Because of that APEO engages outside licensing
professionals  to  help  maintain  its  working  relationships  with  the  state
regulatory  authorities  in states  where it  operates  as well as keeping  APEO
abreast of the on going changes in the  licensing,  registration  and regulatory
matters.


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<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY.

         APEO rents  office  space  under a five-year  non-cancelable  operating
lease  expiring in November 2005.  Under the terms of the lease,  the company is
responsible for utilities.

         APEO also leases  computer  equipment  and software  under a three-year
non-cancelable  operating  lease,  which expires in November  2002,  and certain
telephone  equipment  under a  four-year  non-cancelable  operating  lease which
expires in December of 2003.

ITEM 3.   LEGAL PROCEEDINGS

         The Company from time to time is party to certain  pending claims which
have  arisen from the normal  course of doing  business,  none of which,  in the
opinion of the  Company's  management,  is expected  to have a material  adverse
effect on the  consolidated  financial  position or the results of operations if
adversely resolved.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         On March 25, 2002 pursuant to the  provisions of Nevada law, a majority
of the  shareholders  of  the  Company  consented  to  increase  the  number  of
authorized Common Stock,  $.001 par value, from 25,000,000 shares to 100,000,000
shares and to authorize 5,000,000  Preferred Shares,  $.001 par value, which may
be issued in one or more series.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         MARKET  INFORMATION:  The Common Stock is traded on the OTCBB under the
symbol  "CSRV".  There was no active  trading market for the Common Stock before
November 14, 2000. The following table sets forth,  for the quarters  indicated,
the high and low sale prices of the Common Stock as reported by the OCTBB:

                                                             HIGH BID    LOW BID

       Year Ended December 31, 2000 -
           Fourth Quarter (November 14, 2000 through
           December 31, 2000)                                 $0.30       $0.06

       Year Ended December 31, 2001 -
           First Quarter                                       0.31        0.12
           Second Quarter                                      0.25        0.12
           Third Quarter                                       0.16        0.04
           Fourth Quarter                                      0.40        0.03

Our OTCBB quotations reflect inter-dealer prices, without retail mark-ups,
markdowns or commissions, and may not necessarily represent actual transactions.


                                       11


<PAGE>

HOLDERS: As of March 25, 2002, there were 350 shareholders of the Common Stock
including beneficial owners of the Common Stock whose shares are held in the
names of various dealers, clearing agencies, banks, brokers and other
fiduciaries.

DIVIDENDS: There have been no cash dividends paid through March 25, 2002 by the
Company. Any future determination as to the payment of dividends will be made at
the discretion of the Board of Directors of the Company and will be dependent
upon the Company's financial condition and such other factors as the Board of
Directors deems relevant.

         Since our shares began trading on the OCTBB,  the prices for our shares
have  fluctuated  widely.  There  may be many  factors  that may  explain  these
variations.  We believe that such factors  include (a) the demand for our common
stock,  (b) the number of shares of our common  stock  available  for sale,  (c)
developments in live entertainment  industry, and (d) changes in the performance
of the stock market in general, among others.

         In recent  years,  the stock market has  experienced  extreme price and
volume  fluctuations that have had a substantial effect on the market prices for
many small and emerging growth companies such as ours, which may be unrelated to
the operating  performances of the specific companies.  Some companies that have
experienced  volatility in the market place of their stock have been the objects
of  securities  class  action  litigation.  If our Company  became the object of
securities class action  litigation,  it could result in substantial costs and a
diversion of our management's attention and resources and have an adverse effect
on our business, financial condition and operating results. In addition, holders
of shares of our common  stock could  suffer  substantial  losses as a result of
fluctuations and declines in the market price of our common stock.

         The trading of our shares is subject to  limitations  set forth in Rule
15g-9  of  the  Securities  Exchange  Act.  This  rule  imposes  sales  practice
requirements  on  broker-dealers  who sell  so-called  "penny stocks" to persons
other  than  established   customers,   accredited  investors  or  institutional
investors.  Accredited  investors are generally  defined to include  individuals
with a net worth in excess of $1,000,000,  or individual annual income exceeding
$200,000 ($300,000 with their spouse) during the previous two years and expected
annual  income of that amount  during the current  year.  For sales of shares to
other  persons,  broker-dealers  must make special  suitability  determinations,
obtain written consent from the purchaser  prior to  consummating  the sale, and
are generally prohibited from making cold-calls or other unsolicited inquires to
purchasers  without complying with these rules. These rules may adversely affect
the ability broker-dealers and others to sell our shares in the marketplace.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

A.  YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

         Revenues were $180 million for 2001, compared to $112 million for 2000.
This  increase was due primarily to an increased  number of worksite  employees.


                                       12


<PAGE>

The number of  worksite  employees  increased  69% from 5,637 to 9,023.  Revenue
growth  exceeded  headcount  growth by 1%,  primarily due to wage  inflation and
expansion  in higher  wage  markets.  The  increase  in the  number of  worksite
employees was the result of continuing  sales and marketing  efforts in existing
markets as well as the development of new markets. The Company contracted with 3
new commission sales producers in the southeastern market.

         Cost of services  was $176  million for 2001,  compared to $110 million
for 2000, representing an increase of $66 million, or 60%. This increase was due
primarily to an  increased  number of clients and  worksite  employees.  Cost of
services was 98% of revenues for 2001, compared to 98% for 2000.

         Salaries,  wages and  payroll  taxes of  worksite  employees  were $166
million for 2001, compared to $103 million for 2000, representing an increase of
$63 million, of 61%. Salaries,  wages and payroll taxes were 92% of revenues for
2001, compared to 92% for 2000.

         Benefits,  workers'  compensation,  state  unemployment taxes and other
costs  were  $9.7  million  for  2001,   compared  to  $6.8  million  for  2000,
representing  an  increase  of  $2.9  million,   or  42%.   Benefits,   workers'
compensation,  state  unemployment taxes and other costs were 5% of revenues for
2001 and 6% of revenues for 2000.

         Gross  profit was $3.9  million for 2001,  compared to $1.8 million for
2000,  representing an increase of $2.1 million, or 117%. Gross profit was 2% of
revenues for 2001, compared to 1.6% for 2000. Gross profit margin increased as a
percentage of revenues due to continued  expansion in southern states written at
increased pricing over prior years' sales pricing.

         Operating expenses were $4.2 million for 2001, compared to $3.7 million
for 2000,  representing an increase of $.5 million,  or 13%.  Operating expenses
were 2.3% of revenues for 2001, compared to 3.3% for 2000.

         Salaries, wages and commissions were $2.4 million for 2001, compared to
$2.0 million for 2000,  representing  an increase of $.4 million,  or 20%.  This
increase  was due to an increase  in  corporate  personnel  hired to support the
Company's  expanded sales growth and  information  technology  conversions,  and
additional sales and sales support  personnel.  Salaries,  wages and commissions
were 1.3% of revenues for 2001, compared to 1.8% for 2000.

         Other general and  administrative  expenses were $1.7 million for 2001,
compared to $1.6 million for 2000,  representing an increase of $.1 million,  or
6%. This increase was primarily a result of  administrative  expenses to support
expanded sales growth, information technology conversions,  and additional sales
and sales support personnel.  Other general and administrative  expenses were 1%
of revenues for 2001, compared to 1.4% for 2000.

         Depreciation  and  amortization  expenses  increased by $4 thousand for
2001  compared  to 2000,  representing  an increase  of 7%.  This  increase  was
primarily  the result of the  Company's  investment  in  management  information
systems.

         Interest  income was $1.9 thousand for 2001,  compared to $6.6 thousand
for 2000, representing a decrease of $4.9 thousand.


                                       13


<PAGE>

         Interest  expense was $34 thousand for 2001 and $39 for 2000.  Interest
expense  results from  capital  leases that funded  purchases  of furniture  and
fixtures.

         Other expense in 2001 of $200 thousand  resulted in a severance expense
to a former employee of the company.

         Net income was $(.5) million for 2001,  compared to $(1.9)  million for
2000, representing an increase of $1.5 million or 79%.

B.  LIQUIDITY AND CAPITAL RESOURCES

         The Company had $1.4 million in cash and cash  equivalents  at December
31, 2001. The company periodically evaluates its liquidity requirements, capital
needs and availability of capital  resources in view of its plans for expansion,
including  potential  acquisitions,  anticipated  levels of health  benefit plan
subsidies  and other  operating  cash  needs.  The  Company  has  terminated  an
unprofitable  self-funded  health plan as of December 31, 2001.  The decision to
end the health plan will return the Company to profitability  that will generate
sufficient  cash flow to meet its  requirements.  The Company  believes that its
current  balances and cash flow from  operations  will be sufficient to meet its
requirements  through 2002. The company may rely on these same sources,  as well
as public or private debt and/or equity financing to meet its long-term  capital
needs.

C.  FORWARD LOOKING STATEMENTS:

         This report includes "Forward-Looking Statements" within the meaning of
Section  27A of the  Securities  Act and Section 21E of the  Exchange  Act.  Any
statements  that express or involve  discussions  with  respect to  predictions,
expectations,  beliefs, plans,  projections,  objectives,  assumptions or future
events or  performance  (often,  but not always,  using words or phrases such as
"expects"  or "does  not  expect",  "is  expected",  "anticipates"  or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could",  "would", "might" or "will" be taken, occur or
be  achieved)  are not  statements  of  historical  fact  and may be  considered
"forward looking statements".  Such statements are included,  among other places
in  this  registration   statement,   in  the  sections  entitled  "Management's
Discussion  and Analysis or Plan of  Operation,"  "Description  of Business" and
"Description of Property." Forward-looking statements are based on expectations,
estimates and  projections  at the time the  statements  are made that involve a
number of risks and uncertainties  which could cause actual results or events to
differ  materially from those presently  anticipated.  See Part I. Item 1. "Risk
Factors  Associated  with Our  Business  and Us."  Although we believe  that the
expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct.


                                       14


<PAGE>




ITEM 7.    FINANCIAL STATEMENTS


<PAGE>


                    Certified Services, Inc. and Subsidiaries

                        Consolidated Financial Statements

                           December 31, 2001 and 2000



<PAGE>



                    Certified Services, Inc. and Subsidiaries
                 Index to the Consolidated Financial Statements
                           December 31, 2001 and 2000





                                                                        Page



Independent Auditor's Report..........................................      1

Financial Statements

      Consolidated Balance Sheet......................................      2

      Consolidated Statements of Operations...........................      3

      Consolidated Statement of Stockholder's Equity (Impairment).....      4

      Consolidated Statements of Cash Flows...........................     5-6

      Notes to the Consolidated Financial Statements..................    7-15



<PAGE>

                          Independent Auditors' Report


To the Board of Directors and Stockholders of
Certified Services, Inc. and Subsidiaries



We have audited the accompanying consolidated balance sheet of Certified
Services, Inc. and Subsidiaries as of December 31, 2001 and the related
consolidated statements of operations, stockholders' equity (impairment) and
cash flows for the year then ended. 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. The financial
statements of Certified Services, Inc. as of December 31, 2000 were audited by
other auditors whose report dated March 16, 2001 expressed an unqualified
opinion on those statements. The financial statements of its Subsidiaries as of
December 31, 2000 were audited by other auditors whose report dated November 21,
2001 expressed a qualified opinion as to their ability to continue as a going
concern.

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 financial position of Certified Services,
Inc.  and  Subsidiaries  as of  December  31,  2001  and the  results  of  their
operations,  cash flows and changes in stockholders' equity (impairment) for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.



Bridgewater, New Jersey
March 25, 2002

                                      F-1

<PAGE>


<TABLE>
<CAPTION>

                                                   Certified Services, Inc. and Subsidiaries
                                                           Consolidated Balance Sheet
                                                               December 31, 2001

             Assets

<S>                                                                                                    <C>
Current Assets
     Cash                                                                                              $1,459,576
     Accounts receivable                                                                                  857,026
                                                                                                          =======
                                                                                                -----------------
             Total Current Assets                                                                       2,316,602

Property and equipment, at cost, net of $160,902 of accumulated
depreciation                                                                                              223,915
Excess purchase price over net book value of assets acquired                                            5,058,890
Deposits                                                                                                   31,728
                                                                                                -----------------

             Total Assets                                                                               7,631,135
                                                                                                =================

             Liabilities and Stockholders' Equity (Impairment)

Current Liabilities
     Accounts payable                                                                                     573,224
     Accrued expenses                                                                                   1,424,729
     Accrued health insurance plan claims                                                               1,800,000
     Payroll taxes payable                                                                                622,577
     Customer deposits                                                                                    241,240
     Note payable                                                                                          86,171
     Current portion of acquisition indebtedness                                                          127,243
     Current maturities of capital lease                                                                   29,568
                                                                                                -----------------
             Total Current Liabilities                                                                  4,904,752

Acquisition indebtedness, net of current portion                                                        3,344,449
Note payable, net of current portion                                                                       28,724
Obligations under capital lease, excluding current maturities                                              33,520
                                                                                                -----------------

             Total Liabilities                                                                          8,311,445
                                                                                                -----------------

Commitments and Contingencies                                                                                   -

Stockholders' Equity (Impairment)
     Preferred stock, $0.001 par value, 5,000,000 shares authorized
        Series A (0 shares issued and outstanding)                                                              -
        Series B (1,100 shares issued and outstanding)                                                          1
        Series C (406.667 shares issued and outstanding)                                                        1
     Common stock, $ 0.001 par value, 100,000,000 shares authorized,
          3,421,145 shares issued and outstanding                                                           3,421
     Additional paid in capital                                                                         1,602,550
     Accumulated (deficit)                                                                             (2,286,283)
                                                                                                -----------------

             Total Stockholders' Equity (Impairment)                                                     (680,310)
                                                                                                -----------------

             Total Liabilities and Stockholders' Equity (Impairment)                                   $7,631,135
                                                                                                =================

</TABLE>

                                       F-2


              See notes to the consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
                                                   Certified Services, Inc. and Subsidiaries
                                                     Consolidated Statements of Operations



                                                                        Year Ended December 31,
                                                                ---------------------------------------
                                                                       2001                 2000
                                                                ------------------    -----------------

Revenue                                                        $       179,966,878  $       112,515,065
                                                                ------------------    -----------------

<S>                                                                    <C>                   <C>
Cost of Services
     Payroll                                                           152,689,965           95,380,423
     Payroll taxes                                                      13,565,801            8,463,554
     Employee benefits                                                   4,299,099            3,090,095
     Workers compensation insurance                                      5,485,824            3,714,315
     Owner operator costs                                                   93,655               41,919
                                                                ------------------    -----------------
        Total Cost of Services                                         176,134,344          110,690,306
                                                                ------------------    -----------------

Gross Profit                                                             3,832,534            1,824,759
                                                                ------------------    -----------------

Operating Expenses
     Compensation, payroll taxes and benefits                            1,474,060              996,874
     Commissions and selling expenses                                    1,062,508            1,048,813
     General and administrative expenses                                 1,736,800            1,612,476
     Depreciation                                                           57,567               61,463
                                                                ------------------    -----------------
        Total Operating Expenses                                         4,330,935            3,719,626
                                                                ------------------    -----------------

Loss From Operations                                                      (498,401)          (1,894,867)
                                                                ------------------    -----------------

Other Income (Expense)
     Interest income                                                         1,976                6,599
     Interest expense                                                      (37,466)             (39,759)
     Severance expense                                                    (200,000)                   -
                                                                ------------------    -----------------
        Total Other Income (Expense)                                      (235,490)             (33,160)
                                                                ------------------    -----------------

Loss Before Income Taxes                                                  (733,891)          (1,928,027)

Income Tax Provision (Benefit)                                                   -                    -
                                                                ------------------    -----------------
                                                                                    $
Net Loss                                                       $          (733,891)          (1,928,027)
                                                                ==================    =================

Net Loss Per Share                                             $            (0.21)  $            (0.56)
                                                                ==================    =================
Weighted Average Number of Common Shares Outstanding                     3,421,145            3,421,145
                                                                ==================    =================
</TABLE>

              See notes to the consolidated financial statements.


                                        F-3

<PAGE>

                    Certified Services, Inc. and Subsidiaries
     Consolidated Statement of Changes in Stockholders' Equity (Impairment)
            For the Period January 1, 2000 through December 31, 2001


<TABLE>
<CAPTION>
                                                Preferred Shares           Preferred Shares
                                                ----------------           ----------------
                                                     Series B                 Series C                  Common Stock
                                                     --------                 --------                  ------------
                                            Number                          Number                  Number
                                           of Shares             Amount     of Shares   Amount      of Shares       Amount
                                           ---------             ------     ---------   ------      ---------       ------

<S>                                      <C>                     <C>       <C>         <C>          <C>              <C>
Balance, January 1, 2000                         -               $   -        -        $   -        1,500,000         $1,500
January, 2000 -
     Donated capital                             -                   -        -            -                -              -
July, 2000 -
     Shares issued for cash
     pursuant to Rule 504
     offering                                    -                   -        -            -        1,821,500          1,821
July, 2000 -
     Shares issued for services                  -                   -        -            -           99,645            100
Net Loss for the Year Ended
     December 31, 2000                           -                   -        -            -                -              -
                                      ------------   -----------------   ---------    ---------   --------------      ---------
Balance, December 31, 2000                       -                   -        -            -        3,421,145          3,421
November, 2001 -
     Series B preferred shares
        issued for cash                      1,100                   1        -            -                -              -
     Series C preferred shares
        issued for all issued and
        outstanding shares of
        APEOH                                    -                   -     406.667        1                -              -
     Reorganization pursuant to
        reverse acquisition                      -                   -        -            -                -              -
     Transitional period net
        income of Omni                           -                   -        -            -                -              -
Net Loss for the Year Ended
     December 31, 2001                           -                   -        -            -                -              -
                                      ------------   -----------------   ---------    ---------   --------------      ---------
Balance, December 31, 2001                   1,100               $   1     406.667     $   1        3,421,145  $      $3,421
                                      ============   =================   =========    =========   ==============      =========





                                            Additional
                                             Paid In           Accumulated
                                              Capital            (Deficit)              Total
                                              -------            ---------              -----

Balance, January 1, 2000                 $    1,294          $   239,932           $ 242,726
January, 2000 -
     Donated capital                          1,500                    -               1,500
July, 2000 -
     Shares issued for cash
     pursuant to Rule 504
     offering                                88,209                    -              90,030
July, 2000 -
     Shares issued for services               4,882                    -               4,982
Net Loss for the Year Ended
     December 31, 2000                            -           (1,928,027)         (1,928,027)
                                      ----------------   ------------------    ----------------
Balance, December 31, 2000                   95,885           (1,688,095)         (1,588,789)
November, 2001 -
     Series B preferred shares
        issued for cash                   1,099,999                    -           1,100,000
     Series C preferred shares
        issued for all issued and
        outstanding shares of
        APEOH                               406,666                    -             406,667
     Reorganization pursuant to
        reverse acquisition                       -              (50,767)            (50,767)
     Transitional period net
        income of Omni                            -              186,470             186,470
Net Loss for the Year Ended
     December 31, 2001                            -             (733,891)           (733,891)
                                      ----------------   ------------------    ----------------
Balance, December 31, 2001               $1,602,550          $(2,286,283)          $(680,310)
                                      ================   ==================    ================

</TABLE>

              See notes to the consolidated financial statements.

                                       F-4

<PAGE>

                    Certified Services, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                  Year Ended December 31,
                                                                                          ---------------------------------------
                                                                                                2001                   2000
                                                                                          -----------------      ----------------
<S>                                                                                     <C>                    <C>
Cash Flows From Operating Activities
     Net Loss                                                                           $          (733,891)   $       (1,928,027)
     Adjustments to Reconcile Net Loss to Net Cash
        Provided by Operations
       Transitional Net Income of Omni                                                              186,470                     -
       Reorganization Pursuant to Reverse Acquisition                                               (50,767)                    -
       Depreciation                                                                                  57,567                61,463
       Bad Debt Expenses                                                                             59,555                     -
       Severance Expense                                                                            200,000                     -
       Decrease (Increase) in Assets
          Accounts Receivable                                                                      (493,666)             (107,063)
          Deposits                                                                                   45,639               173,540
       Increase in Liabilities
          Accounts Payable and Accrued Expenses                                                   1,335,735             1,024,864
          Accrued Health Insurance Plan Claims                                                      593,103             1,206,897
          Customer Deposits                                                                         241,240                     -
                                                                                          -----------------      ----------------
            Net Cash Provided by Operating Activities                                             1,440,985               431,674
                                                                                          -----------------      ----------------

Cash Flows From Investing Activities
     Purchase of Property and Equipment                                                              (2,437)             (137,517)
     Proceeds from Deposits                                                                          16,520                     -
     Cash payment of Deposits                                                                             -               (14,458)
     Cash paid pursuant to Reverse Merger                                                        (1,143,670)                    -
       Proceeds From Stockholder                                                                     28,918                16,605
       Net proceeds from Affiliates                                                                (384,240)              250,417
                                                                                          -----------------      ----------------
          Net Cash (Used in) Provided By Investing Activities                                    (1,484,909)              115,047
                                                                                          -----------------      ----------------

Cash Flows From Financing Activities
     Payments of Note Payable                                                                       (85,105)                    -
     Repayment of Long-Term debt                                                                    (54,099)              (43,804)
     Payments of Capital Lease Obligations                                                          (41,723)                    -
     Proceeds from Issuance of Series B Preferred Stock                                           1,100,000                     -
                                                                                          -----------------      ----------------
       Net Cash Provided by (Used in) Financing Activities                                          919,073               (43,804)
                                                                                          -----------------      ----------------

Net Increase in Cash                                                                                875,149               502,917
Cash at Beginning of Year                                                                           584,427                81,510
                                                                                          -----------------      ----------------
Cash at End of Year                                                                     $         1,459,576    $          584,427
                                                                                          =================      ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for:

     Interest Expense                                                                   $            37,466    $           39,759
     Income Taxes                                                                       $                 -    $                -

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


                                       F-5



<PAGE>

                    Certified Services, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

     The severance agreement entered into during 2001 was converted to a Note
Payable.

     Additional paid in capital was credited in 2001 upon the issuance of 1,100
shares of Series C preferred stock.

     In 2001, the Company purchased all of the capital of APEOH in an
acquisition with the following components:

          Fair value of assets acquired                        $  5,058,890
          Cash paid for the capital stock                      $  1,188,781
          Liabilities assumed                                  $  3,471,692
          Stock issued - 406.667 shares Preferred Class B      $    406,667
          Equity of shareholders                               $     (8,250)

              See notes to the consolidated financial statements.


                                       F-6

<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Organization
       Certified Services, Inc. (the "Company") was organized on September 15,
       1999 under the laws of the State of Nevada. Through December 31, 1999,
       the Company had been in the development stage. Effective January 1, 2000
       the Company commenced, albeit insignificant, operations and was no longer
       considered to be a development stage enterprise.

       On November 21, 2001 the Company acquired all of the issued and
       outstanding shares of America's PEO Holdings, Inc. (APEOH). For
       accounting purposes, the acquisition has been treated as an acquisition
       of the Company by APEOH and a recapitalization of APEOH. The historical
       financial statements prior to November 21, 2001 are those of APEOH.
       Subsequent to the acquisition, the Company and APEOH remain as two
       separate legal entities whereby the operations of the newly combined
       entity are comprised solely of the operations of APEOH.

       APEOH was incorporated on May 1, 2001. Effective August 1, 2001 the then
       existing shareholders contributed all of the issued and outstanding stock
       of the following companies (the Companies) in exchange for all of the
       issued and outstanding stock of APEOH:

            America's PEO, Inc.
            American Labor Force, Inc.
            American Labor Services, Inc.
            Western American Labor Force, Inc.
            National Labor Force, Inc.
            National Labor Force One, Inc.
            Omni Financial Services, Inc.
            Mid Atlantic Equities, Inc.
            Delaware Valley Properties, Inc.

       The Company's operations presently consist exclusively of the operations
       of APEOH and its subsidiaries which are engaged in the business of
       providing employee leasing and related payroll services.

     Basis of Presentation

       At and for the year ended December 31, 2001 the consolidated financial
       statements include the accounts of the Company and its wholly owned
       subsidiaries. All material intercompany transactions and balances have
       been eliminated in consolidation.

       For the year ended December 31, 2000 the consolidated financial
       statements include the combined accounts of APEOH's subsidiaries, all of
       which were then under common control, including those of Omni Financial
       Services, Inc. (Omni) which had a fiscal year ended October 31, 2000. All
       material intercompany transactions have been eliminated in consolidation.

       Omni's results of operations, which in 2001 are reported on a calendar
       year basis, for the two month transitional period from November 1, 2000
       through December 31, 2000 are reflected as a credit to retained earnings
       in the statement of changes in stockholders' equity.

     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.


                                       F-7


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued)

     Allowance for Doubtful Accounts
       The Companies provide an allowance for doubtful accounts equal to the
       estimated losses that will be incurred in the collection of all
       receivables. The estimated losses are based on a review of the current
       status of the existing receivables. An allowance for doubtful accounts
       for 2001 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, which includes amortization of assets under capital leases,
       is calculated using the straight-line method over the estimated useful
       lives of the assets of 5-7 years for furniture, fixtures and equipment.
       Repairs and maintenance expenditures which do not extend the useful lives
       of related assets are expensed as incurred.

     Evaluation of Long-Lived Assets
       Long-lived assets are assessed for recoverability on an ongoing basis. In
       evaluating the fair value and future benefits of long-lived assets, their
       carrying value would be reduced by the excess, if any, of the long-lived
       asset over management's estimate of the anticipated undiscounted future
       net cash flows of the related long-lived asset. At December 31, 2001
       management believes that the carrying value of excess purchase price over
       net book value of assets acquired fairly reflects the future cash flows
       to be derived therefrom.

     Revenue Recognition
       The Company records revenue as services are provided.

     Advertising Costs
       Advertising costs are charged to operations when incurred. Advertising
       expense was $8,518 and $12,524 for the years ended December 31, 2001 and
       2000, respectively.

     Income Taxes
       Effective November 21, 2001 the Company files a consolidated Federal
       income tax return with its wholly owned subsidiaries. Income taxes are
       provided for the tax effects of transactions reported in the financial
       statements and consist of taxes currently due and deferred taxes, as
       applicable.

       Through November 20, 2001 APEOH and Subsidiaries have elected to be taxed
       under the provisions of Subchapter S of the Internal Revenue Code and
       State Regulations by consent of their shareholders. Under those
       provisions, the Companies do not pay federal and state corporate income
       taxes on income. Also, the Companies do not receive the benefit of net
       operating loss carryforwards or carrybacks. Instead, the stockholders are
       liable for (or benefit from) individual federal and state income taxes on
       the Companies' taxable income or operating loss on their individual
       income tax returns.

       Omni Financial Services,  Inc. is a C corporation.  There is no provision
       for income tax expense or benefit,  since this amount,  based upon Omni's
       taxable income/(loss) is considered immaterial.

     Loss Per Common Share
       Basic and diluted loss per common share are computed by dividing net loss
       by the weighted average number of common shares outstanding during the
       year. Potential common shares used in computing diluted earnings per
       share related to convertible preferred stock which, if exercised, would
       have a dilutive effect on earnings per share. The number of potential
       common shares outstanding were 18,487,812 for the years ended December
       31, 2001 and 2000. Potential common shares were not used in the
       computation of diluted loss per common shares as their effect would be
       antidilutive.


                                       F-8


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's material financial instruments for which disclosure of
     estimated fair value is required by certain accounting standards at
     December 31, 2001 consist of cash, accounts receivable, accounts payable,
     acquisition indebtedness, long-term debt and capital lease obligations. In
     the opinion of management, such items other than acquisition indebtedness
     are carried at values that approximate fair values because of liquidity,
     short-term maturities or interest rates equivalent to those currently
     prevailing for financial instruments with similar characteristics.

     Certain non-interest bearing acquisition indebtedness, in the original
     principle amount of $4,200,000, has been subjected to an 8% present value
     discount in the accompanying consolidated balance sheet at December 31,
     2001.

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

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

     The Company provides credit in the normal course of business. The Company
     performs ongoing credit evaluations of its customers and maintains
     allowances for doubtful accounts based on factors surrounding the credit
     risk of specific customers, historical trends, and other information.

     The Company's customers are primarily engaged in the trucking industry and
     are located primarily in the eastern United States. As a result it is
     dependent upon economic conditions within the trucking industry in this
     geographic area.

ACQUISITIONS AND MERGERS

     On May 1, 2001 the stockholders of the Companies formed America's PEO
     Holdings, Inc. (APEOH). Effective August 1, 2001 the stockholders then
     contributed their stock in all of the Companies in exchange for all of the
     issued and outstanding stock of APEOH.

     On November 21, 2001, the Company executed a Share Purchase Agreement with
     APEOH and its sole shareholders to purchase all of APEOH's issued and
     outstanding common stock. The acquisition was also consummated on November
     21, 2001.

     Pursuant to the terms of the Agreement, the purchase price of the
acquisition was comprised thusly:

     Cash of $1,100,000.

     Loan Consideration:
       Two separate non-interest bearing promissory notes in the respective
       principal amounts of $3,200,000 and $1,000,000. The former is payable in
       four equal annual installments of $800,000 commencing on or about March
       31, 2003 and the latter is payable in equal monthly installments of
       $16,667 payable over 60 months commencing January 10, 2002.

     Stock Consideration:
       406.667 shares of Class C Preferred Stock convertible into 4,066,667
       common shares of the Company.

     Notwithstanding   the   foregoing   the   Stock   Consideration   or   Loan
     Consideration, at the option of the Company, is subject to reduction at the
     rate of  $825,000  for each year in calendar  years 2002,  2003 and 2004 in
     which  the  Company's  net  income  before  taxes  is less  than  $900,000,
     excluding  consulting fees charged by the Company and its costs incurred to
     remain a reporting  company with the  Securities  and Exchange  Commission.
     However,  APEOH's former  shareholders may unanimously elect to allocate as
     additional  net income  before taxes  certain  Incentive  Consideration  or
     amounts otherwise due them.


                                       F-9


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

ACQUISITIONS AND MERGERS, (Continued)

     If, as of November 21, 2006, the values realized by any former APEOH
     shareholder from the sale of stock of the Company is less than such former
     shareholder's pro rata portion of $8,052,000 then, in that event, the
     Company shall pay to such former shareholders in shares of its common stock
     in an amount equal to the difference between (i) such former shareholders
     pro rata portion of $8,052,000 and (ii) the total cash realized by such
     former shareholder from the sale of Stock Consideration.

     For the above purposes, "value realized" is the cash proceeds from the sale
     of Stock Consideration plus any Stock Consideration that has been
     registered and is freely transferrable and still held by such former
     shareholder on the above date.

     Additionally, APEOH's former shareholders are entitled to Incentive
     Compensation based upon the following schedule of net income before taxes
     (NBTA) of the Company commencing in the year 2002:


        25%   of   NBTA       between       $         1    and     $  999,999
        20%   of   NBTA       between         1,000,000    and      1,999,999
        15%   of   NBTA       between         2,000,000    and      2,999,999
        10%   of   NBTA     in excess of                            3,000,000

PROPERTY AND EQUIPMENT

     Property and equipment, at cost, consists of the following at December 31,
2001:


          Furniture and fixtures                                $     263,396
          Computer equipment                                          121,421
                                                                 ------------
            Total                                                     384,817
          Less: accumulated depreciation                              160,902
                                                                 ------------
            Total                                               $     223,915
                                                                 ============

     Depreciation expense charged to operations amounted to $57,567 and $61,463
     for the years ended December 31, 2001 and 2000, respectively.

EXCESS PURCHASE PRICE OVER NET BOOK VALUE OF ASSETS ACQUIRED

     The excess cost over net book value of assets acquired as a result of the
     reverse acquisition transaction between the Company and APEOH is comprised
     thusly:

<TABLE>
<CAPTION>

<S>                                                                                           <C>
          Cash                                                                                $   1,100,000
          Issuance of $4,200,000 of non-interest bearing promissory notes
            after a present value discount of 8%                                                  3,471,692
          Issuance of 406.667 shares of Class C Preferred Stock which is convertible
            into 4,066,667 common shares                                                            406,667
          Transaction costs                                                                          88,781
                                                                                                -----------
                                                                                                  5,067,140
          Less: Equity of APEOH                                                                      (8,250)
                                                                                                -----------
                                                                                              $   5,058,890
                                                                                                ===========

</TABLE>


                                      F-10


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

ACCRUED EXPENSES

     At December 31, 2001, accrued liabilities consisted of the following:


Health benefits insurance expense                                  $    133,184
Workers compensation insurance                                          751,570
Professional fees                                                       184,272
Commission and consulting fees                                          157,824
Other accrued expense                                                   197,879
                                                                    -----------
     Total                                                         $  1,424,729
                                                                    ===========

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, established in 1999, 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. 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. Any individual
       reissurance benefits in excess of $150,000 and $45,000 in 2001 and 2000,
       respectively, is paid to the Company.

       Accrued Health Insurance Plan Claims as of December 31, 2001 amounted to
       $1,800,000 and consist of amounts due to providers based on claims filed
       and estimates of claims incurred before December 31, 2001 but not
       reported.

       During 2001, the Company elected to terminate the self-funded employee
       welfare benefit Plan effective December 31, 2001. Notice of intention to
       terminate the plan was given to all participating client companies and
       COBRA participants. Alternative program options were offered to clients,
       however, the Company does not intend to sponsor another medical benefit
       program.

     Multiple Employer 401(k) Profit Sharing Plan

       The Company sponsors a qualified, multiple employer defined contribution
       prototype plan. Client employers may adopt the terms and provisions of
       this qualified plan. Eligible employees may elect to contribute up to 15%
       of their annual compensation to an investment trust. Participating
       employers may elect to make matching or discretionary contributions under
       the terms of the plan. The Company did not contribute to the accounts of
       its participants in either 2001 or 2000.


                                      F-11


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

EMPLOYEE BENEFIT PLANS, (Continued)

     Flexible Benefits Plan

       The Flexible Benefits Plan, or Internal Revenue Code Section 125
       Cafeteria Plan, is maintained by the Company since 1997 to allow eligible
       employees to use salary redirection amounts to pay for benefit plan
       premiums and other fringe benefits offered by the Plan.

MARKETING AND CONSULTING AGREEMENTS

     The Company has engaged in various marketing and consulting agreements with
     consultants to promote the services of the Company and engage in other
     efforts using independent insurance agents to secure new customers. Terms
     of the arrangements include commission payments for accounts enrolled by
     the Company due to the agents' efforts, paid on a monthly basis on
     collections received by the customer, and provide for thirty day
     termination notifications.

RELATED PARTY TRANSACTIONS

     For the years ended December 31, 2001 and 2000, management fees were paid
     to entities wholly owned by the former shareholders of APEOH in the amounts
     of $598,479 and $380,200, respectively.

CAPITAL LEASES

     The Company leases certain equipment under capital leases expiring in
     various years through 2003. The assets and liabilities under capital leases
     are recorded at the lower of the present value of the minimum lease
     payments or the fair value of the asset at the inception of the lease. The
     assets are amortized over the lower of their related lease terms or their
     estimated productive lives. Amortization of assets under capital leases is
     included in depreciation expense in 2001 and 2000.

     Properties under capital leases are as follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                               2001
                                                                                        ------------------
<S>                                                                                   <C>
       Furniture and fixtures                                                         $             91,451
       Computer equipment                                                                           13,300
                                                                                        ------------------
          Subtotal                                                                                 104,751
       Less accumulated amortization                                                                42,122
                                                                                        ------------------
          Total                                                                       $             62,629
                                                                                        ==================

     The following is a schedule of minimum lease payments due under capital
leases as of December 31, 2001.


     Year Ending December 31,
                2002                                                                  $             40,150
                2003                                                                                34,989
                2004                                                                                 2,916
                                                                                        ------------------
                Total net minimum capital lease payments                                            78,055
                Less amounts representing interest                                                  14,967
                                                                                        ------------------
                Present value of net minimum capital lease payments                                 63,088
                Less current maturities of capital lease obligations                                29,568
                                                                                        ------------------
                Obligations under capital leases, excluding current maturities        $             33,520
                                                                                        ==================
                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

</TABLE>


                                      F-12


<PAGE>

CAPITAL LEASES, (Continued)

     Interest rates on capitalized leases vary from 16% to 21% and are imputed
     based on the lower of the Company's incremental borrowing rate at the
     inception of each lease or the lessor's implicit rate of return.

     The capital leases provide for purchase options. Generally, purchase
     options are at prices representing the expected fair value of the property
     at the expiration of the lease term.

ACQUISITION INDEBTEDNESS

<TABLE>
<CAPTION>

     Acquisition indebtedness incurred incidental to the reverse merger
     transaction between the Company and APEOH is comprised thusly:


<S>                                                                                                       <C>
       Non-interest bearing promissory note of $3,200,000 payable in four equal                           $ 2,649,702
          annual installments commencing fifteen days after the Company has
          filed each of its annual reports with the Securities and Exchange Commission
          commencing with that for the year ended December 31, 2002 (or as promptly
          as possible if the Company fails to maintain its status as a reporting
          entity), after an 8% present value discount


       Non-interest bearing promissory note of $1,000,000 payable in equal
          monthly installments over 60 months commencing January 10, 2002,
          after an 8% value discount                                                                          821,990
                                                                                                            ---------
                                                                                                            3,471,692
            Less: Current portion                                                                             127,243
                                                                                                            ---------
                                                                                                          $ 3,344,449
                                                                                                            =========

     Total maturities of acquisition indebtedness are as follows:


     Year Ending December 31,
                2002                                                                                      $   127,243
                2003                                                                                          737,863
                2004                                                                                          797,342
                2005                                                                                          861,616
                2006                                                                                          931,072
                Thereafter                                                                                     16,556
                                                                                                            ---------
                   Total                                                                                  $ 3,471,692
                                                                                                            =========
</TABLE>

NOTE PAYABLE

     On April 26, 2001, the Company entered into a termination agreement with a
     management company utilized by the Company since March, 1998. Upon
     resignation, the management company agreed to certain non-compete and non-
     disclosure covenants, and waived any right to receive stock or stock
     options of the company in consideration of a severance payment of $200,000
     less various loan amounts due to APEOH. The severance is payable in 24
     monthly installments beginning April, 2001.

     As of December 31, 2001, $85,105 was paid to the management company with
     $114,985 remaining payable as of December 31, 2001.

                                      F-13

<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

NOTE PAYABLE, (Continued)

     Total maturities of note payable are as follows:


     Year Ending December 31,
                2002                                          $     86,171
                2003                                                28,724
                                                                ----------
                   Total                                      $    114,895
                                                                ==========

OPERATING LEASE COMMITMENTS

     The Company rents office space under a five year non-cancelable operating
     lease expiring in November, 2005. The lease contains provisions for
     contingent rental payments based upon increases in taxes, insurance, and
     common area maintenance expense. The lease contains a renewal option for an
     additional 5 years.

     The Company also leases various computer and office equipment, and
     furniture expiring over the next five years. The following is a schedule of
     future minimum rental payments (exclusive of common area charges) required
     under operating leases that have initial or remaining non-cancelable lease
     terms in excess of one year as of December 31, 2001.


     Year Ending December 31,
                2002                                          $    374,395
                2003                                               221,889
                2004                                               201,188
                2005                                               174,730
                2006                                                 7,376
                                                                ----------
                   Total minimum payments required            $    979,578
                                                                ==========

     Rent expense charged to operations was $376,320 and $455,600 in December
31, 2001 and 2000, respectively.

PREFERRED AND COMMON STOCK

     The Company is authorized to issue 5,000,000 shares of $0.001 par value
convertible preferred stock.

     Prior to, but as a component of, the reverse merger transaction between the
     Company and APEOH, the Company agreed to issue 1,100 shares of Series B
     Convertible Preferred Stock convertible into 11,000,000 common shares in
     exchange for $1,100,000, or $0.10 per common share equivalent.

     As a component of the reverse merger transaction between the Company and
     APEOH, the Company agreed to issue 406.667 shares of Series C Convertible
     Preferred Stock convertible into 4,066,667 common shares of the Company. In
     the opinion of management, the share of Series C Convertible Preferred
     Stock also had a value of $0.10 per common share equivalent, or an
     aggregate value of $406,667.

     The Company is authorized to issue 100,000,000 common shares, $0.001 par
value common shares.


                                      F-15


<PAGE>

                    Certified Services, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements

INCOME TAXES

     The provision (benefit) for income taxes consists of the following:


                                                           December 31,
                                                           ------------
       Current (Benefit)                              2001              2000
                                                      ----              ----
          Federal                                  $      (20,000)  $         -
          State                                            (9,000)            -
                                                     ------------     ---------
            Subtotal                                      (29,000)            -
          Less valuation allowance                         29,000             -
                                                     ------------     ---------
            Total                                  $            -   $         -
                                                     ============     =========

     At December 31, 2001 there were no timing differences between the tax bases
     of assets and the financial reporting amount that would give rise to a
     deferred tax asset or a liability.

     A valuation allowance did not exist in 2000. The effects of the valuation
allowance is immaterial to the financial statement.

     Through November 20, 2001, APEOH and its subsidiaries (except for Omni) had
     elected to be taxed under the provisions of Subchapter S of the Internal
     Revenue Code. Under those provisions, these corporations do not pay federal
     and state corporate income taxes on their income.

     Omni is a C Corporation. Through November 20, 2001 there is no provision
     for income tax expense or benefit since these amounts are considered
     immaterial.

     At December 31, 2001, the Company has available approximately $100,000 of
     unused operating loss carryforward to be applied against future taxable
     income and expire in year 2021.

COMMITMENTS

     Employment Agreements
       On November 21, 2001 the Company entered into four Employment Agreements
       with former shareholders and executives of APEOH. Each of these
       Agreements is for a five year term and require, in the aggregate, payment
       of compensation amounting to $500,000 annually as well as normal and
       customary employee benefits.

       Such arrangements may be extended by any such employee for an additional
       five years if certain revenue and income levels are attained by the
       Company.

SUBSEQUENT EVENTS:

     The Company has executed a Letter of Intent to acquire an employee leasing
     company located in Florida. The Company contemplates purchasing in excess
     of 15, 300 shares of the Florida entities' stock, representing 30%
     ownership of the consolidated entity, in consideration for loans amounting
     to $1,000,000 to the entity before closing, $1,200,000 6% notes payable to
     the sellers upon closing as well as the issuance of 2,000,000 shares of
     CRSV common stock. These common shares will remain restricted securities as
     defined under Rule 144 of the Securities Act of 1933, as amended.

RECENT PRONOUNCEMENT

     In June 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
     Assets." Under these new standards, all acquisitions subsequent to June 30,
     2001 must be accounted for under the purchase method of accounting, and
     purchased goodwill is no longer amortized over its useful life. Rather
     goodwill will be subject to a periodic impairment test based upon its fair
     value.


                                      F-16

<PAGE>

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

         There have been no changes in or disagreements  with our accountants on
accounting and financial disclosures.

         On March 15, 2002, the Company terminated its relationship with G. Brad
Beckstead,  CPA and has  engaged  Rich  Baker  Berman  &  Company,  P.C.  as its
auditors.  Reference  is hereby made to the  Company's  report of Form 8-K filed
March 22, 2002.


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following persons are our current directors and executive officers:

NAME                 AGE       POSITION HELD                       TERM

William Kewan        57        President and Director              One year

Judson Wagenseller   48        Executive Vice President            One year

Scott Zoppoth        41        Secretary, Treasurer and Director   One year

         William  Keywan,  age 57, the Company's  President and a Director,  has
been employed as CEO of Interstate  University,  Inc., a driver  training school
located in  Evansville,  Indiana,  since January 2002.  From 1996 through August
2001 Mr. Keywan was Director of Marketing for the Palmer Group, a Kenworth truck
dealers with six locations in the Midwest,  where he was  primarily  responsible
for sales,  marketing  and public  relations.  Prior  thereto he was Founder and
President of Certified Transport,  Inc. and Certified Logistics,  Inc. from 1989
through 1995, which businesses were engaged in the  transportation of automotive
and airfreight throughout Canada and the U.S.

         Judson Wagenseller, age 48, the Company's Executive Vice President, has
served as Executive  Vice  President for the Company since  February  2002.  Mr.
Wagenseller's primary employment is as an attorney in private practice, in which


                                       15


<PAGE>

he has practiced corporate,  mergers and acquisitions and securities law for the
past 20 years. A graduate of Princeton University and the University of Virginia
School  of Law,  he also  had  five  years  business  experience  in  operations
management with Roadway Express, a leading national freight carrier.

         Scott  Zoppoth,  age 41,  Secretary,  Treasurer  and a Director  of the
Company,  has served as the  Secretary,  Treasurer  and  Director of the Company
since  November  2001.  Mr.  Zoppoth is an attorney  whose  practice  centers on
business and corporate law and commercial litigation. Mr. Zoppoth graduated a BS
from St. John Fisher College,  MAGNA CUM LAUDE,  and South Texas College of Law.
After  serving as a partner in the law firm of Zoppoth,  Valenti & Hanley,  PPLC
until 2001, Mr. Zoppoth formed Scott P. Zoppoth, PLLC.

         All of our directors and officers are elected annually to serve for one
year or until their  successors  are duly  elected and  qualified.  Compensation
levels are, and will continue to be,  commensurate with industry  standards with
incentive programs extended to the key personnel.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth information  concerning the compensation
of the named  executive  officers  and  directors  from  January 1, 2000 through
December 31, 2001:

<TABLE>
<CAPTION>
                                                                       LONG TERM COMPENSATION
                                                                       ----------------------
                                 ANNUAL COMPENSATION              AWARDS                  PAYMENTS
                                 -------------------              ------                  --------
NAME AND POSITION    YEAR      SALARY     BONUSES  OTHER     STOCK      OPTIONS      LTIP         OTHER
-----------------    ----      ------     -------  -----     -----      -------      -------      --------

<S>                  <C>       <C>            <C>     <C>       <C>        <C>      <C>       <C>       <C>
Michael L. Zuliani,
Former President     2000      $  16,000       -       -         -          -         -        -         -
and Director         2001         16,000       -       -         -          -         -        -

Martin G. Bothman,
Former Secretary,
Treasurer and        2000            -         -       -         -          -         -        -         -
Director             2001            -         -       -         -          -         -        -         -

William Keywan,
President and

Director (since      2000            -         -       -          -         -         -        -         -
November 21, 2001)   2001            -         -       -          -         -         -        -         -

Judson Wagenseller,
Executive Vice

President (since     2000            -         -       -          -         -         -        -         -
November 21, 2001)   2001            -         -       -          -         -         -        -         -


                                       16


<PAGE>

Scott Zoppoth,
Secretary, Treasurer

and Director (since  2000            -         -       -          -         -         -        -         -
November 21, 2001)   2001            -         -       -          -         -         -        -         -

Totals               2000      $  16,000       -       -          -                   -        -         -
                     2001      $  16,000  $    -       -          -                   -        -         -

</TABLE>


No officer or director other than Mr. Zuliani was paid any compensation in 2000
or 2001. No additional payments were made to our officers that served as
directors during the two-year period ending December 31, 2001. The Company does
not have any employee stock option or other compensatory plans.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of the common  stock as of December 31, 2001 for (1) each
person who is known by us to own beneficially more than five percent (5%) of our
outstanding  common stock, (2) each of the current  directors and officers;  and
(3) all current directors and officers as a group.

<TABLE>
<CAPTION>
                                                    SHARES OF            APPROXIMATE PERCENT
NAME OF                                             COMMON STOCK        OF COMMON SHARES
BENEFICIAL OWNER                                    BENEFICIALLY OWNED  ISSUED AND OUTSTANDING
----------------                                    ------------------  ----------------------

Directors and Officers:

<S>                                                               <C>              <C>
           William Keywan                                          -               0.0%
           10602 Timberwood Circle, Suite 9
           Louisville, KY  40223

           Judson Wagenseller                                      -               0.0%
           10602 Timberwood Circle, Suite 9
           Louisville, KY  40223

           Scott Zoppoth                                           -               0.0%
           10602 Timberwood Circle, Suite 9
           Louisville, KY  40223


                                       17


<PAGE>

5% Stockholders:

           Midwest Merger Management, LLC
           10602 Timberwood Circle, Suite 9
           Louisville, KY  40223                             1,800,000 (A)        52.6%


Officers and directors as a group (three persons)                  -              00.0%
                                                           ================       ======
</TABLE>


----------------------------

(A)  On October 22, 2001 the six of the  Company's  shareholders,  including its
     officers, directors and founders, sold an aggregate of 1,800,000 (52.6%) of
     the  Company's  3,421,145  issued and  outstanding  shares of the Company's
     Common Stock for $200,000.  For further information  respecting this change
     in ownership,  reference is hereby made to the Company's Report on Form 8-K
     dated November 21, 2001.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Midwest Merger Management,  LLC provides  approximately 800 square feet
of office space to the Company on a month-to-month basis without compensation.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8K.

         (A) EXHIBITS: None

         (B)  REPORTS ON FORM 8K: A change in control  of the  Company's  voting
securities was filed on Form 8K during the last quarter of the fiscal year ended
December 31, 2000.  Reference is hereby made to the Company's Report for October
2001 on Form 8K, dated November 21, 2001.

                                   SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated:  March 28, 2002
Certified Services, Inc.


                                                         By: /s/  William Keywan
                                                              William Keywan
                                                         President and Director