U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             ------------------------------------------------------
                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004
         --------------------------------------------------------------

                          Commission File No.: 0-10854
           -----------------------------------------------------------

                       Somerset International Group, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                               No. 13-27956-75
   (State or other jurisdiction of         (I.R.S. Employer Identification)
   incorporation or organization)

             90 Washington Valley Road, Bedminster, New Jersey 07921
               (Address of principal executive offices) (Zip Code)
                                 (908) 719-8909
                         (Registrant's Telephone Number)

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
                                                Common Stock, $0.001 par value

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 is not contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /X/

<PAGE>

     State issuer's revenues for its most recent fiscal year:  $1,000

     As of March 28, 2005, the aggregate market value of the voting stock held
by non-affiliates of the registrant was $787,304 based upon a last sales price
on such date of $0.30.

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes /X/ No

     As of March 28, 2005, 4,914,196 shares of the registrants Common Stock were
outstanding.

     Transitional Small Business Disclosure Format:  Yes   No /X/

<PAGE>

                                     PART 1

Item 1.  Description of Business

(a)  State of Incorporation; Offices and Facilities

     Somerset International Group, Inc. ("Somerset"), the registrant, was
incorporated under the laws of the State of Delaware in 1968 and commenced
operations in 1972. Effective December 31, 2001, Somerset (formerly known as ORS
Automation, Inc.) ceased conducting operations. The decision to cease operations
was made prior to the year end after the Company's two principal customers, who
accounted for substantially all of the Company's sales, canceled all orders for
products in the foreseeable future and based upon the general decline in
electronics manufacturing activity. Effective January 1, 2002 through July 1,
2004, the Company's principal activity was to search for opportunities to
maximize the value of its tangible and intangible assets. The Company's current
activity is the acquisition of profitable and near term profitable private small
and medium sized businesses and maximizing the profitability of its acquired
entities. Its executive office is located at 90 Washington Valley Road,
Bedminster, New Jersey, 07921.

(b)  Nature of Business

     From inception through the fiscal year ended December 31, 2001, Somerset
was primarily engaged in the production and sale of computer-based vision
products for automatic part alignment, machine guidance, identification,
inspection, control of industrial processes and visual sensing systems for use
with industrial automation equipment. These products and control systems were
sold to machine manufacturers who then incorporated them into machines sold to
an end user. The end users were typically automated, high volume electronic
circuit and component manufacturers globally located.

(c)  Corporate Developments - Somerset Ceases Operations

     Due to the nature of its business, which required close working
relationships with its customers, Somerset had always depended on a few major
customers that could be supported by its engineering department. A principal
customer of Somerset, which accounted for 69% of sales in 1999 and 73% of sales
in the first three quarters of 2000 decided to manufacture in-house the products
it was purchasing from Somerset, and canceled substantially all outstanding
purchase orders with Somerset. In the third quarter of 2001, Somerset was
advised by its remaining major customer and principal shareholder, Affiliated
Manufacturers, Inc. ("AMI"), accounting for 21% of sales in 2000, that it did
not anticipate making purchases for the remainder of 2001 and extending through
2002. Somerset was not able to replace this lost business.

     Based upon these conditions, and after paying employee costs through the
fourth quarter of 2001, Somerset did not have sufficient cash to continue in
operation after December 31, 2001. Thus, effective January 1, 2002 Somerset
management decided to terminate all operations. Although Somerset maintains an
administrative office, its principal function on and after January 1, 2002 is to
look for opportunities to maximize the value of Somerset's tangible and
intangible assets.

     On October 3, 2002, J.R.S. Holdings, L.L.C., a limited liability company
organized under the State of New Jersey, acquired 12,000,000 shares of Class A
Stock, representing 100% of that class; 1,000 shares of Series A Preferred,
representing 100% of that class: and 576,250 shares of Common Stock,
representing 6.6% of that class, from Affiliated Manufacturers, Inc., a New
Jersey corporation. The Class A Common Stock and the Series A Preferred Stock
have the same rights and preferences as the Common Stock resulting in J.R.S.
Holdings L.L.C. then owning 62.4% of the total outstanding stock of the Company.

     On December 31, 2003, J.R.S. Holdings LLC (J.R.S), a principal shareholder
in the Company, and Somerset International Group, Inc., a New Jersey Corporation
(Somerset - New Jersey) signed a Stock Purchase Agreement whereby J.R.S would
sell 526,250 shares of pre-reverse split Common Stock, 12,000,000 shares of
pre-reverse split Class A Common Stock and 1,000,000 shares of its then
pre-reverse split Series A Preferred Stock of the Company. These shares, after
conversion to all Common Stock and reflective of the 21:1 reverse stock split in
April 2004, equaled 644,017 shares. This transaction closed in escrow on January
22, 2004, with the condition to closing that the Company filed Form 10KSB for
the fiscal year ending December 31, 2003. J.R.S. retained 2,381 Common Shares
(after the reverse split), representing .2 percent of the then outstanding
common shares and Somerset became the controlling shareholder of the Company,
owning approximately 62 percent of the outstanding shares of the Company, as the
Company filed Form 10KSB and the shares were released from escrow.

     On February 27, 2004, the Board of Directors authorized the Company to
enter into an Agreement and Plan of Merger ("Agreement") with Somerset
International Group, Inc., a New Jersey Corporation. Pursuant to such Agreement,
Somerset New Jersey would merge into the Company and the Company would be the
surviving entity and the shareholders of Somerset New Jersey would receive
shares in the Company.

     In April 2004, Somerset-New Jersey converted its Class A Common Stock and
Series A Preferred Stock into an equal number of shares of the Company's Common
Stock. The Company then effected a 21 to 1 reverse stock split of all of its
common shares.

     On June 15, 2004, the Company, through its wholly owned subsidiary, which
owns no assets as of December 31, 2004, entered into an Agreement and Plan of
Merger with Secure Systems, Inc., a New Jersey corporation which provides
wireless security products and services. The closing was subject to a financing
of five hundred thousand dollars ($500,000) to provide working capital to the
merged company. In addition, the Company agreed to issue three million dollars
($3,000,000) of Redeemable Convertible Preferred Stock to the shareholders of
the wireless company and assume five hundred five thousand dollars ($505,000) of
existing indebtedness. The financing for this transaction was completed on March
11, 2005 and the transaction was closed on March 11, 2005.

     On June 30, 2004, immediately prior to the merger with the Company,
Somerset-New Jersey distributed to its shareholders the 644,017 post reverse
split shares acquired in the January 22, 2004 transaction with J.R.S. Holdings
LLC described above.

     On July 1, 2004, the Company completed the merger with Somerset-New Jersey.
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued a
total of four million sixty-three thousand eight hundred eighty-four shares
(4,063,884) of the Company's Common Stock representing the value of services
provided during 2004 by Somerset-NJ on behalf of the Company and which were
valued at $609,583. Somerset-New Jersey has the strategic objective of acquiring
profitable and near term profitable private small and medium sized businesses
and maximizing the profitability of its acquired entities. In accordance with
SFAS No. 141, relating to the financial presentation for certain business
combinations, the Company has reported the results for the twelve months ending
December 31, 2004 inclusive of the results for Somerset-New Jersey for the six
months ending June 30,2004. As a result of this recapitalization, all balances
and transactions between Somerset-New Jersey and the Company have been
eliminated as of and for the period ending December 31, 2004.

(d)  Disposal of Operating Assets

     During the fiscal year ended December 31, 2001, Somerset sold or otherwise
disposed of all of its operating assets, including inventory, fixtures and
equipment. Most of these transactions involved the exchange of its assets for
certain liabilities. In the third quarter of 2001, AMI, the principal
shareholder and principal customer of the Company, indicated that it did not
anticipate making any purchases of the Company's products and services for the
remainder of 2001 and 2002, and that rather than paying the Company $489,995
owed to the Company, it would offset those accounts receivable against notes and
accrued interest, which the Company owed to AMI. As of December 31, 2001, the
two companies agreed to offset the payables and receivables in the amount of
$489,995 with Affiliated Manufacturer's, Inc.

(e)  Acquisition of Secure Systems, Inc.

     Effective March 11, 2005, the Company completed an acquisition of an
enterprise that provides wireless security products.

(f)  2004 Revenues

     Somerset had revenue of $1,000 in fiscal 2004.

(g)  Patents and Trademarks

     Somerset retained its patents and other intellectual property, which is
carried at a zero basis.

     Somerset holds United States Patent No. 3,877,019, titled "Photo-measuring
Materials Device for Computer Storage of Photographic and Other Materials",
granted April 8, 1975; No. 3,908,078, titled "Method and Apparatus for Digital
Recognition of Objects Particularly Biological Materials", granted September 23,
1975; No. 4,613,269, titled "Robotic Acquisition of Objects By Means Including
Histogram Techniques", granted September 23, 1986 and No. 4,642,813, titled
"Electro-Optical Quality Control Inspection of Elements on a Product", granted
February 10, 1987. Although Somerset relied primarily on its technological
know-how and expertise in the field of machine vision, some products were
nevertheless based, in part, on the technology underlying these patents. No
assurance can be given as to the validity and scope of the protection provided
by these patents.

     Somerset holds and used several registered trademarks. "ORS" was used as a
general identifying symbol in respect of its Products. "i-bot" was used in
conjunction with systems when adapted for use with industrial robots and the
related electronic grippers. "FLEXVISION" identified a flexible image computer.
The alignment products were identified by "i-lign" and circuit board inspection
systems were identified by "i-flex". Somerset has also copyrighted critical
software.

(h)  Employees

     As a result of Somerset ceasing its operations as of December 31, 2001, all
Somerset employees were terminated. From January 16, 2004, to March 10, 2005,
Somerset had 2 employees. Since March 10, 2005, Somerset has 1 employee. After
the March 11, 2005 acquisition, all employees of the acquired company remained
employed.

Item 2. Description of Property

     As a result of Somerset ceasing its operations, December 31, 2001, Somerset
relinquished 7,695 square feet of leased office and engineering space at 402
Wall Street, Princeton, New Jersey 08540. Somerset administrative functions are
being conducted at 90 Washington Valley Road, Bedminster, New Jersey, 07921. The
Company leases such space on a month to month basis.

Item 3. Legal Proceedings

     There are no known legal actions in which Somerset is a party.

Item 4. Submission of Matters to a Vote of Security Holders

     None

<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     On October 15, 1986, Somerset's common stock was delisted from NASDAQ for
failure to meet the minimum capital and surplus requirements of the NASD
By-Laws. Since there were no market makers for Somerset's stock, trading, if
any, has been sporadic. There were been no public stock transactions during 2003
and 2002.

     On November 10, 2004, the Company was notified that it had received
clearance from the National Association of Securities Dealers ("NASD") to have
its Common Stock quoted on the Over the Counter ("OTC") Bulletin Board. As of
December 31, 2004 there were approximately 552 holders of record of Somerset's
common stock.

     As of March 27, 2005, there was a bid price of $.30 and an asked price of
$.40 quoted on the Over-The-Counter exchange

     Somerset has neither declared nor paid any dividends on its shares of
Common Stock or Preferred Stock since its inception. Any decision as to the
future payment of dividends will depend on the earnings and financial position
of Somerset and such other factors as the Board of Directors deems relevant.

Item 6. Management's Discussion of Financial Condition and Results of Operations

                           FORWARD-LOOKING STATEMENTS

     This Annual Report on Form 10-KSB include forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 including,
without limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," "estimates," "may," "will," "likely," "could" and words of
similar import. Such statements include statements concerning the Company's
business strategy, operations, cost savings initiatives, future compliance with
accounting standards, industry, economic performance, financial condition,
liquidity and capital resources, existing government regulations and changes in,
or the failure to comply with, governmental regulations. All statements in this
report that are not historical are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act as amended, including statements
regarding Somerset statements regarding future sales and its efforts to attract
new customers for its products and develop new products. Such statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, including, but not limited to, uncertainties
relating to technologies, product development, our ability to generate
sufficient cash from operations or from investors or lenders to fund product
development and sales and marketing efforts needed to attract new customers,
operations, manufacturing, market acceptance, cost and price of Somerset
products, ability to attract new customers, regulatory approvals, competition,
intellectual property of others, and patent protection and litigation. The
Company's actual results may differ materially from the results discussed in
such forward-looking statements because of a number of factors, including those
identified elsewhere in this Annual Report on Form 10-K. Somerset expressly
disclaims any obligation or undertaking to release publicly any updated or
revisions to any forward-looking statements contained herein to reflect any
change in its expectations with regard thereto or any change in events,
conditions, or circumstances on which any such statements are based.

     The table below presents selected financial data for Somerset for the past
two years.

Results of Operations
For The Year Ended December 31,            2004                    2003
------------------------------         -------------           ----------
 Sales                                 $      1,000            $        0
 Expenses                                 1,163,475                17,545

 Loss From Operations                    (1,162,475)              (17,545)

 Net Loss                                (1,221,778)                 (932)

 Basic Loss per Common Share                  (0.28)                (00.0)


 Financial Position at December 31,        2004                    2003
------------------------------         -------------           ----------

 Total Assets                          $        115            $    5,698

 Total Liabilities                          500,512                 2,400

 Shareholders Equity(Deficit)              (500,397)                3,298


     Although Somerset maintains an administrative office, its principal
function on and after January 1, 2002 were to look for opportunities to merge or
purchase companies which are profitable or whose business model holds promise of
future profitability.

                              Results of Operations

     Since Somerset ceased operations on December 31, 2001, there were
negligible sales for the fourth quarter and fiscal year ended December 31, 2004.
The expenses incurred for the fourth quarter of 2004 and fiscal year ended
December 31, 2004 related primarily to accounting, audit, legal and
administrative expenses needed to continue Somerset's existence while Somerset
attempted to seek opportunities to maximize the value the value of its tangible
and intangible assets.

     At December 31, 2004, there were $791,053 State and $1,272,599 of Federal
net operating loss carryforwards. Net loss for 2004 was $1,221,778 as compared
to a net loss of $932 for 2003. There was no provision for federal income taxes
as a result of Somerset's net operating loss carryforwards. The net loss for
2004 as compared to 2003 was substantially greater as the result of the
activities described above.

Application of Recent and Critical Accounting Policies and Pronouncements

Recent Accounting Pronouncements

     In November 2002, the FASB issued FASB Interpretation, "FIN," No.45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others." FIN No. 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
Under FIN No. 45 recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year end. The adoption of FIN No.45 did
not have a significant impact on the Company's financial position or results or
operations.

     In December 2003, the FASB revised FASB Interpretation "FIN" No. 46R,
"Consolidation of Variable Interest Entities", originally issued in January
2003. FIN 46R clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which certain equity
investments do not have the characteristics of controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional financial support from other parties. FIN 46R applies
immediately to variable interest entities (VIE's) created after December 31,
2003, and to VIE's in which an enterprise obtains an interest after that date.
It applies in the first reporting period ending after December 15, 2004, to
VIE's in which an enterprise holds a variable interest. The adoption of FIN 46R
did not have a material impact on the Company's financial position, liquidity,
or results of operations.

     In December 2004, the FASB revised FASB Statement No. 123, Accounting for
Stock-Based Compensation. This Statement supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This Statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This Statement does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
Statement 123 as originally issued and EITF Issue No. 96-18, "Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services." It applies in the first reporting
period ending after December 15, 2005. The adoption of Statement No. 123
(revised 2004) is not expected to have a material impact on the Company's
financial position, liquidity, or results of operations.

Critical Accounting Estimates

     The discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, including stock issued for services and or
compensation and related disclosure on contingent assets and liabilities at the
date of our financial statements. Actual results may differ from these estimates
under different assumptions and conditions. Critical accounting policies are
defined as those that are reflective of significant judgments, estimates and
uncertainties and potentially result in materially different results under
different assumptions and conditions. For a detailed discussion on the
application of these and other accounting policies see Note 1 to our financial
statements.

Off-Balance Sheet Transactions

     At December 31, 2004, we did not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.

                         Liquidity and Capital Resources

     It is the intent of management, through the assistance of its principal
shareholders, to make cash advances, in order to support and preserve the
integrity of the corporate entity. However, there is no legal obligation on the
part of the principal shareholders to provide the funding, if required. Should
the principal shareholders fail to provide funding, the Company has not
identified any other potential financing sources. Consequently, there is
substantial doubt about the Company's ability to continue to operate as a going
concern.

     The Company's need for capital may change dramatically as a result of any
business acquisitions. There can be no assurance that the Company will identify
the acquisitions of any suitable businesses, products, technologies or
opportunities in the future. Further, even if the Company locates suitable
acquisition targets, there can be no assurance that the Company would be
successful in consummating any acquisitions or business consolidation on
favorable terms or that it will be able to profitably manage the business,
product, or technology, if acquired or otherwise engaged.

     The Company intends to acquire existing, privately-held companies, which
are profitable or whose business model holds promise of future profitability. An
acqusition may be structured as a merger, consolidation, exchange of the
Company's stock for stock or assets or any other transaction form which will
result in the acquisition by the Company of the private entity.

     Due to the aforementioned limited financial resources, the Company will be
unable to engage any financial experts or business advisors to evaluate
acquisition candidates. It will be necessary for the Company to rely completely
on its sole officer and director. Management intends to ask pertinent questions
of the proposed candidates or opportunities in the course of its due diligence
phase. Management will rely heavily on a business plan, financial statements and
projections, and management's views of the future. It will not devote a
substantial amount of time to independently verify, via market research and
other business evaluation techniques, much of the information obtained from
interviews with the combination partner. Unless something comes to the attention
which causes the Company to have serious concerns on the viability or integrity
of the financial records and business projections, which would result in a
disqualification of such candidate, a transaction would be approved by the
majority shareholders and an Information Statement mailed to all of its
shareholder's as required by law.

     On January 17, 2004, Somerset-New Jersey closed a $175,000 bridge financing
from one accredited investor pursuant to a Promissory Note with interest payable
at twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance. In addition to the repayment of the Note and
interest, the investor received a 10% ownership interest in Somerset-New Jersey.
As a result of this transaction, Somerset-New Jersey recorded a Debt Discount of
$3,500, which is being amortized over the life of the bridge financing
agreements.

     On April 29, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor
received 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission one
hundred and eighty (180) days from the later of the closing of the first
acquisition or June 30, 2004. This stock was issued on July 1, 2004 and was
valued at $15,000. As a result of this transaction, the Company has recorded a
Debt Discount of $15,000, which is being amortized over the life of the
Promissory Note Payable, which is one year. The proceeds of the note were used
by the Company for transaction expenses and working capital related to the
acquisition of companies that have executed Letters of Intent.

     On June 25, 2004, the Company closed on another $100,000 bridge financing
from one accredited investor pursuant to a Promissory Note with interest payable
at twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor
received 100,000 shares of the Company's Common Stock. The Company has agreed to
register the Common Stock with the Securities and Exchange Commission one
hundred and eighty (180) days from the later of the closing of the first
acquisition or June 30, 2004. This stock was issued on July 1, 2004 and was
valued at $15,000. As a result of this transaction, the Company has recorded a
Debt Discount of $15,000, which is being amortized over the life of the
Promissory Note Payable, which is one year. The proceeds of the note were used
by the Company for transaction expenses and working capital related to the
acquisition of companies that have executed Letters of Intent.

Item 7.  Financial Statements and Supplementary Data

     Financial Statements and schedules filed herewith are listed in the table
of contents to the financial statements on page F-1.

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

        None

Item 8A. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures

     An evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the
Company's disclosure controls and procedures as of December 31, 2004. Based on
that evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. During the quarter ended December 31, 2004,
there were no changes in the Company's internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.

<PAGE>

                                    Part III

Item 9.  Directors and Executive Officers of the Registrant

     On February 12, 2004 two directors of the Company, James R. Solakian and
Conrad R. Huss, resigned as directors of the Company. On February 12, 2004, John
X. Adiletta and Paul L Patrizio were named new directors and officers of the
Company. Effective March 10, 2005, Mr. Patrizio resigned as a director.

The directors and executive officers of the Company are:

Name               Positions with registrant        Has served as
                   and age as of March 28, 2005     director since
-----------       ---------------------------      -------------

John X. Adiletta     President                     February, 2004
                     Chief Executive Officer
                     Director, 56

     John X. Adiletta, President, Chief Executive Officer and a member of the
Board of Directors of the Company since February 12, 2004, at which time
Somerset International Group Inc., a New Jersey corporation 45% owned by Mr.
Adiletta purchased the majority of the controlling stock held by J.R.S. Holdings
L.L.C. Mr. Adiletta is a senior executive with over 30 years of multi-functional
experience in the telecommunication services, mobile and modular facilities
leasing, and vehicle leasing industries. Mr. Adiletta currently serves on the
Board of Directors of DataWave Systems, Inc., a publicly traded company.

Item 10.  Executive Compensation

     The following summary compensation table sets forth all compensation paid
by Somerset during the fiscal years ended December 31, 2004, 2003 and 2002 in
all capacities for the accounts of the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO).

Name and Principal                          Annual        Restricted
         Position           Year      Compensation      Stock Awards
--------------------       -------    -------------     ---------------
John X. Adiletta, CEO        2004       $197,039              0


Paul L. Patrizio (1)         2004       $194,211              0


Edward Kornstein (2)         2003            ---              0
                             2002       $  9,750              0


James R. Solakian, (3)       2004            ---              0
                             2003            ---              0
                             2002            ---              0

(1)  Paul L. Patrizio resigned as Executive Vice President, Principal Financial
     Officer, Secretary and Director on March 11, 2005

(2)  Edward Kornstein resigned as Principal Officer and Director on October 3,
     2002. (3) James R. Solakian resigned as Principal Officer and Director on
     February 12, 2004.

John X. Adiletta, Somerset's Chief Executive Officer, entered into an employment
Agreement with Somerset-New Jersey in January 2004, pursuant to which he
currently receives a base salary of $250,000 (subject to a minimum upward
adjustment of 10% annually). Mr. Adiletta is also eligible for such bonus
compensation as may be determined by the Board of Directors from time to time,
as well as a bonus of five percent (5%) of the earnings before interest,
depreciation, and amortization based on the audited consolidated results of the
Company. The employment agreement terminates on December 31, 2009. The agreement
contains non-competition and termination non-solicitation provisions which
survive the termination of Mr. Adiletta's employment for one year. In the event
of termination of employment without cause, the agreement provides that Somerset
shall: (1) pay Mr. Adiletta severance equaling the greater of the balance of the
term of the agreement or one year's salary, (2) provide to Mr. Adiletta certain
medical (including disability) and vacation benefits; and (3) within 3 months of
termination, pay to Mr. Adiletta an amount equal to the bonus paid to Mr.
Adiletta in the preceding year under the agreement. In the event of a change of
control, as defined in the agreement, Mr. Adiletta may at his election, at any
time within one year after such event, terminate the agreement with 60 days
prior written notice. Upon such termination, Mr. Adiletta is entitled to: (1) a
lump-sum severance payment equal to 200% of Mr. Adiletta's annual salary rate in
effect as of the termination, or if greater, such rate in effect immediately
prior to the change in control of Somerset, (2) an amount equal to 200% of his
bonus for the previous year; and (3) for a eighteen (18) month period after such
termination certain disability, accident and group health insurance benefits.

Directors do not receive any monetary remuneration for their services as such.

The Company does not have a pension plan.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We have not filed a Form 5 for the year ending December 31, 2004.

CODE OF ETHICS

The company has adopted a Code of Ethics applicable to its Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.

                                  Stock Options

     Under the terms of the Reorganization Plan confirmed in 1991, all options
and warrants then outstanding were cancelled. Since then, no options or warrants
have been granted.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth the number and percentage of the shares of
Somerset's voting stock owned as of March 28, 2005 by all persons known to
Somerset who own more than 5% of the outstanding number of such shares, by all
directors of Somerset, and by all officers and directors of Somerset as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned.


  Title                               Number of Shares             Percent
 of Class       Name                  Beneficially Owned           of Class
----------     -------               --------------------           -------

Common     John X. Adiletta                      2,289,848           46.62%
           c/o 90 Washington Valley Road
           Bedminster, New Jersey 09721
Common     Paul L. Patrizio (1)                  1,000,000           20.35%
           c/o 90 Washington Valley Road
           Bedminster, New Jersey 07921

Voting     All Directors and
           Officers as a group                   2,289,848           46.62%

(1) This amount reflects the return of 1,289,848 shares as described in Note 10.

Item 12. Certain Relationships and Related Transactions

     On February 27, 2004, the Board of Directors authorized the Company to
enter into an Agreement and Plan of Merger ("Agreement") with Somerset-New
Jersey. Pursuant to such Agreement, Somerset New Jersey would merge into the
Company and the Company would be the surviving entity and the shareholders of
Somerset New Jersey would receive shares in the Company. Somerset-New Jersey was
beneficially owned by Paul Patrizio and John Adiletta the officers and directors
of the Company at such time.

     In April 2004, Somerset-New Jersey converted its Class A Common Stock and
Series A Preferred Stock into an equal number of shares of the Company's Common
Stock. The Company then effected a 21 to 1 reverse stock split of all of its
common shares.

     On July 1, 2004, the Company completed the merger with Somerset-New Jersey.
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued a
total of four million sixty-three thousand eight hundred eighty-four shares
(4,063,884) of the Company's Common Stock which were valued at $609,583 or $0.15
per share. Somerset-New Jersey has the strategic objective of acquiring
profitable and near term profitable private small and medium sized businesses
and maximizing the profitability of its acquired entities. In accordance with
SFAS No. 141, relating to the financial presentation for certain business
combinations, the Company has reported the results for the twelve months ending
December 31, 2004 inclusive of the results for Somerset-New Jersey for the six
months ending June 30,2004. As a result of this recapitalization, all balances
and transactions between Somerset-New Jersey and the Company have been
eliminated as of and for the year ending December 31, 2004. As a result of the
merger, the Company acquired no assets and $175,000 Note Payable.

     On September 30, 2004, the Company approved the issuance of 200,000 shares
of restricted common stock to Paul Patrizio and 200,000 shares of restricted
common stock to John X. Adiletta. These shares were issued based on the
conversion of $100,000 in accrued compensation owed to Paul Patrizio and to John
X. Adiletta at the rate of $0.50 per share.


<PAGE>

                                     PART IV

Item 13.  Exhibits List and Reports on Form 8-K

     (a)  Reports on Form 8-K and Form 8K-A

     On July 15, 2004, the Company filed a Form 8K to disclose that it had
completed its approved Agreement and Plan of Merger with Somerset-New Jersey.

     On October 1, 2004, the Company filed a Form 8K to disclose that it had
approved the issuance of 400,000 shares of restricted common stock.

     On November 11, 2004, the Company filed a Form 8K to disclose that it was
approved to quote on the OTC Bulletin Board under the symbol "SOSI". (b)
Exhibits

Method of Filing               Exhibit No.                Exhibits
------------------             -----------               -------------
Incorporated by reference         2(a)          Plan of Reorganization under
to Form 8-K, dated                              Chapter 11 of the United
April 29, 1991.                                 States Bankruptcy Code, dated
                                                April 8, 1991

Incorporated by reference         2(b)          Order Closing Case and Issuing
to Exhibit 2(b) to Form                         Final Decree Pursuant to 11
10KSB, for the year ended                       U.S.C. Section 350(a) and
December 31, 1992.                              Bankruptcy Rules 3022 and
                                                5009, dated September 1, 1992

Incorporated by reference         3(a)          Certificate of Incorporation
to Exhibit 3(a) to Form                         of ORS Automation, Inc. as
S-1, File No. 2-70609.                          amended through December 29,
                                                1980.

Incorporated by reference         3(b)          By-Laws of ORS Automation,
to Exhibit 3(b) to Form                         Inc.
S-1, File No. 2-70609.

Incorporated by reference         3(c)          Certificate of Amendment of
to Exhibit 3 to Form 10-Q                       Certificate of Incorporation
for the Quarter ended                           of ORS Automation, Inc. filed
June 30, 1983.                                  with the Secretary of State of
                                                Delaware on May 27, 1983.

Incorporated by reference         3(d)          Certificate of Amendment of
to Exhibit 3(d) to Form                         Certificate of Incorporation
10-K, for the Year ended                        of ORS Automation, Inc. filed
December 31, 1991.                              with the Secretary of State of
                                                Delaware on May 30, 1985.

Incorporated by reference         3(e)          Certificate of Designations of
to Exhibit 3(e) to Form                         The Preferred Stock of
10-K, for the Year ended                        ORS Automation, Inc. filed
December 31, 1991.                              with the Secretary of State
                                                of Delaware on December 30,
                                                1986.

Incorporated by reference         3(f)          Certificate of Reorganization
to Exhibit 3(f) to Form                         and Amendment Pending
10-K, for the Year ended                        Confirmation of Plan of
December 31, 1991.                              Reorganization of ORS
                                                Automation, Inc. filed with
                                                the Secretary of State of
                                                Delaware on December 30, 1986.

Incorporated by reference         10(a)         Lease by and between ORS
to Exhibit 10(a) to Form                        Automation, Inc. and SLM II,
10-K, for the Year ended                        dated June 28, 1991.
December 31, 1991.

Incorporated by reference         10(b)         Amendment "B" to Lease by and
to Exhibit 10(b) to Form                        between ORS Automation, Inc.
10KSB, for the year ended                       and SLM II dated May 22, 1992.
December 31, 1992

Incorporated by reference         10(c)         Amendment "F" to Lease by and
To Exhibit 10(c) to Form                        between ORS Automation, Inc.
10KSB, for the year ended                       and SLM II dated July 7, 2000.
December 31, 2000

Incorporated by reference         10 (d)        Schedule 13D by and between
To Exhibit 10 (d) to Form                       ORS Automation, Inc. and
13 D, for the year ended                        J.R.S. Holdings, Inc. dated
December 31, 2002                               October 31, 2002

Exhibit filed with Form 10 KSB    10 (e)        STOCK PURCHASE AGREEMENT
For the year ended                              dated December 31, 2003
December 31, 2003                               between J.R. S. Holdings, LLC
                                                and Somerset International Group

14        Code of Ethics

31.1      Certification of John X. Adiletta pursuant to 18 U.S.C. Section 1350
          as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification of John X. Adiletta pursuant to 18 U.S.C. Section
          1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
          of 2002.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal years ended December 31, 2004 and December 31, 2003,
the Company was billed approximately $19,875 and $5,800 respectively for
professional services rendered for the audit and review of its financial
statements.

Tax Fees

For the Company's fiscal year ended December 31, 2003, the Company incurred
$1,200 for preparation of their corporate income tax returns.

All Other Fees

The Company did not incur any other fees related to services rendered by its
principal accountant for the fiscal years ended December 31, 2004 and 2003.

<PAGE>

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    SOMERSET INTERNATIONAL GROUP, INC.
                                              (Registrant)


Date:  March 31, 2005                 By:   /s/ John X. Adiletta
                                            ----------------------------
                                                John X. Adiletta,
                                                Chief Executive Officer



<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                        CONTENTS TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004



                                                                          Page

Report of Independent Registered Public Accounting Firm                    F-2

Consolidated Balance Sheet
December 31, 2004                                                          F-3

Consolidated Statements of Operations
For the Years Ended December 31, 2004 and 2003                             F-4

Consolidated Statements of Stockholders' Equity (Deficit)
For the Years Ended December 31, 2004 and 2003                             F-5

Consolidated Statements of Cash Flows
For the Years Ended December 31, 2004 and 2003                             F-6

Notes to Financial Statements                                       F-7 - F-14



<PAGE>


             Report of Independent Registered Public Accounting Firm



To the Stockholders and Board of Directors of:
Somerset International Group, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of Somerset
International Group, Inc. and Subsidiary as of December 31, 2004, and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for each of the two years in the period then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Somerset
International Group, Inc. and Subsidiaries as of December 31, 2004, and the
results of their operations and their cash flows for each of the two years in
the period then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As further discussed in Note
1B to the consolidated financial statements, the Company, as of December 31,
2001, ceased business operations. The Company, as part of their business plan,
will require additional capital infusions to acquire or develop business
opportunities. If management is unsuccessful in this regard, they would seek to
sell or dissolve the Company. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



/s/ WithumSmith+Brown, P.C.
     Flemington, NJ
     March 23, 2005


                                      F-2



<PAGE>

<TABLE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

<CAPTION>

                                     ASSETS

Current Assets:
<S>                                                                             <C>
            Cash                                                                $           115
                                                                                ---------------
                     TOTAL ASSETS                                               $           115
                                                                                ===============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

            Accounts payable and accrued expenses                               $       101,226
            Promissory notes payable, net of discount                                   364,286
            Accrued interest payable                                                     35,000
                                                                                ---------------

                     TOTAL CURRENT LIABILITIES                                          500,512

Stockholders' Deficit:
            Preferred Stock, 100,000,000 shares authorized,                               -- --
              $.001 par valve, no shares have been issued
              or outstanding at December 31, 2004

            Common Stock, 200,000,000 shares authorized,                                  5,700
              $.001 par valve, 5,708,875 issued,
              5,700,044 outstanding at December 31, 2004

            Capital in excess of par value                                           25,891,130
            Accumulated deficit                                                     (26,397,227)
                                                                                ---------------
                     Total Stockholders' Deficit                                       (500,397)
                                                                                ---------------
                     TOTAL LIABILITIES AND STOCKHOLDERS'
                        DEFICIT                                                 $           115
                                                                                =================

</TABLE>

                                      F-3


See accompanying Notes to the Consolidated Financial Statements

<PAGE>

<TABLE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<CAPTION>

                                                                    2004                       2003
                                                                -----------                -----------
<S>                                                             <C>                        <C>
Sales, Net                                                      $     1,000                $        --

Cost of Goods Sold                                                       --                         --
                                                                -----------                -----------
            Gross Profit                                              1,000                         --

Administrative and General
  Expenses                                                        1,163,475                     17,545
                                                                -----------                -----------

Loss From Operations                                             (1,162,475)                   (17,545)


Other Income (Expense):

            Interest Expense                                        (36,517)                        --

            Amortization of Debt Discount                           (22,786)                        --

            Gain on debt recovery                                        --                     16,532
            Interest income                                              --                         81
                                                                -----------                -----------


                Total Other Income (Expense), Net                   (59,303)                    16,613
                                                                -----------                -----------

Loss Before Provision for Income Taxes                           (1,221,778)                      (932)

Provision for Income Taxes                                               --                         --
                                                                -----------                -----------

Net Loss                                                        $(1,221,778)               $      (932)
                                                                ===========                ===========

Basic Loss Per Share                                            $      (.37)               $      (.00)
                                                                ===========                ===========

Weighted Average Number of
   Common Shares                                                  3,275,817                    988,497
                                                                ===========                ===========

</TABLE>


                                      F-4


See accompanying Notes to the Consolidated Financial Statements

<PAGE>

<TABLE>

                SOMERSET INTERNATIONAL GROUP INC. AND SUBSIDIARY
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<CAPTION>


                                                PREFERRED STOCK                  COMMON STOCK        CLASS A-COMMON STOCK
                                            SHARES        PAR VALUE          SHARES       PAR VALUE       SHARES
                                            ------        ---------          ------       ---------       ------
<S>                                               <C>   <C>                <C>         <C>            <C>
Balance at December 31, 2002               1,000,000    $     10,000         417,113   $        417     12,000,000

Net Loss                                          --              --              --             --             --
                                        ------------    ------------       ---------   ------------   -------------

Balance at December 31, 2003               1,000,000          10,000         417,113            417     12,000,000

Net Loss                                          --              --              --             --             --

Conversion of Preferred Stock             (1,000,000)        (10,000)         47,619             48             --

Conversion of Class A Common Stock                --              --         571,429            571    (12,000,000)

Issuance of Common Stock for deferred
debt discount                                     --              --         200,000            200             --

Issuance of Common Stock                          --              --       4,063,884          4,064             --
for consulting

Issuance of Common Stock                          --              --         400,000            400             --
for compensation

Payment to prior majority owner                   --              --              --             --             --

Issuance of Common Stock for deferred
Debt discount                                     --              --              --             --             --
                                        ------------    ------------       ---------   ------------   -------------
Balance at December 31, 2004                      --    $         --       5,700,044   $      5,700             --
                                        ============    ============       =========   ============   =============
</TABLE>
<TABLE>
<CAPTION>

                                                                                           TOTAL
                                                                                       STOCKHOLDERS'
                                CLASS A-COMMON STOCK    CAPITAL IN     ACCUMULATED       EQUITY
                                         PAR VALUE      EXCESS OF PAR    DEFICIT        (DEFICIT)
                                        ------------    ------------   ------------    ------------
<S>                                     <C>             <C>            <C>             <C>
Balance at December 31, 2002            $     42,000    $ 25,001,330   $(25,049,517)   $      4,230

Net Loss                                          --              --           (932)           (932)
                                        ------------    ------------   ------------    ------------

Balance at December 31, 2003                  42,000      25,001,330    (25,050,449)          3,298

Net Loss                                          --              --     (1,221,778)     (1,221,778)

Conversion of Preferred Stock                     --           9,952             --              --

Conversion of Class A Common Stock           (42,000)         41,429             --              --

Issuance of Common Stock for deferred
debt discount                                     --          29,800             --          30,000

Issuance of Common Stock                          --         605,519             --         609,583
for consulting

Issuance of Common Stock                          --         199,600             --         200,000
for compensation

Payment to prior majority owner                   --              --       (125,000)       (125,000)

Issuance of Common Stock for deferred
Debt discount                                     --           3,500             --           3,500
                                        ------------    ------------   ------------    ------------
Balance at December 31, 2004            $         --    $ 25,891,130   $(26,397,227)   $   (500,397)
                                        ============    ============   ============    ============

</TABLE>

See accompanying Notes to the Consolidated Financial Statements

                                      F-5


<PAGE>


<TABLE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
<CAPTION>

                                                                                       2004                      2003
                                                                                       ----                      ----

Cash Flows From Operating Activities:
<S>                                                                                <C>                        <C>
       Net Loss                                                                    $(1,221,778)               $      (932)

         Adjustments to reconcile net loss to
                 net cash used in operating activities:
       Gain on debt recovery                                                                --                     16,532
       Amortization of debt discount                                                    22,786                         --
       Stock issued for consulting                                                     609,583                         --
       Stock issued for compensation                                                   200,000                         --

         Changes in operating assets and liabilities:

        Accounts payable and accrued expenses                                           98,826                    (30,484)
        Accrued interest payable                                                        35,000                         --

                         Net Cash Used in Operating Activities                        (255,583)                   (14,884)

Cash Flows From Financing Activities:

        Proceeds from issuance of promissory notes                                     375,000                         --

          Payment to prior majority owner                                             (125,000)                        --


                           Net Cash Provided by Financing Activities                   250,000                         --


Net Decrease in Cash                                                                    (5,583)                   (14,884)

Cash at the Beginning of the Year                                                        5,698                     20,582
                                                                                   -----------                -----------

Cash at the End of the Year                                                        $       115                $     5,698
                                                                                   ===========                ===========

Supplemental Disclosure of Cash Flow Information

           Cash Paid for Interest                                                           --                         --
                                                                                   ===========                ===========

Non Cash Investing & Financing Activities:

           Common Stock Issued in Connection with
                Bridge Financing                                                   $    33,500                         --
                                                                                   ===========                ===========

</TABLE>

                                      F-6


See accompanying Notes to the Consolidated Financial Statements

<PAGE>


                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS



Note  1 - Summary of Significant Accounting Policies:
-----------------------------------------------------

A.   Nature of the Business:
----------------------------

Effective December 31, 2001, Somerset International Group, Inc. (formerly known
as ORS Automation, Inc.), (the "Company") ceased conducting operations. The
decision to cease operations was made prior to the year end after the Company's
two principal customers, who accounted for substantially all of the Company's
sales, canceled all orders for products in the foreseeable future and based upon
the general decline in electronics manufacturing activity. Effective January 1,
2002, the Company's principal activity was to search for opportunities to
maximize the value of its tangible and intangible assets.

Effective March 11, 2005, the Company completed an acquisition of an enterprise
that provides wireless security products. (Note 10)

B.   Basis of Presentation:
---------------------------

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue to
cover its administrative costs for a period in excess of one year and allow it
to continue as a going concern. The Company ceased operations as of December 31,
2001. Management is actively involved in exploring business opportunities which
they believe will allow the Company to increase shareholder's value and allow it
to continue as a going concern. However, at this time the Company is fully
dependent on its principal shareholders, both with respect to exploring business
opportunities and to provide sufficient working capital advances, if required,
for the Company to continue in existence. As of March 11, 2005, the Company has
acquired a company that provides wireless security products (Note 10). In order
to begin operations again, the Company requires additional capital infusions to
acquire or develop business opportunities and has subsequently completed a
private placement for $504,000 as described in Note 10. Management continues to
search out financing opportunities to finance its operations. If management is
unsuccessful in this regard, they would seek to sell or dissolve the Company.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

C.   Concentration of Credit Risk:
----------------------------------

The Company maintains its cash in bank deposit accounts at high credit quality
financial institutions. The balances, at times, may exceed federally insured
limits.

D.   Estimates:
---------------

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

E.   Income Taxes:
------------------

Deferred income tax assets and liabilities are recognized for the differences
between financial and income tax reporting basis of assets and liabilities based
on enacted tax rates and laws. The deferred income tax provision or benefit
generally reflects the net change in deferred income tax assets and liabilities
during the year. The current income tax provision reflects the tax consequences
of revenues and expenses currently taxable or deductible on the Company's
various income tax returns for the year reported. The Company's only significant
deferred tax items are net operating loss carryforwards.
                                      F-7

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

F.   Fair Value of Financial Instruments:
-----------------------------------------

The carrying amounts of cash, accounts payable, accrued expenses, and promissory
notes payable approximate fair value because of the short maturity of these
items.

G.   Reclassifications:
-----------------------

Certain reclassifications were made to the 2003 financial statements in order to
conform to the 2004 financial statement presentation.

H.   Principles of Consolidation:
---------------------------------

The consolidated financial statements include the operations of Somerset
International, Inc. and its wholly owned subsidiary, SecSys Acquisition, Inc.
All significant intercomany accounts and transactions have been eliminated in
consolidation.

Note 2 - Preferred and Common Stock:
------------------------------------

On February 23, 2004, the Company amended its Restated Certificate of
Incorporation to provide for the combination of all the issued and outstanding
shares of the common stock of the corporation on the basis of one share of
common stock for each twenty-one shares of common stock issued and outstanding.

Unless otherwise indicated, all references in the financial statements to the
number of shares outstanding and per share amounts of our common stock have been
restated to reflect the effect of the stock split for all periods presented. Due
to the reverse stock split, $87,167 was moved from common stock to additional
paid in capital.

Under the Amendment to the Certificate of Incorporation, the Company has the
authority to issue 300,000,000 shares as follows:

         Preferred Stock, $.001 par            100,000,000 shares
         Common Stock,    $.001 par            200,000,000 shares

The preferred stock of the Company had a par value of $.001 per share and
1,000,000 shares were authorized issued and outstanding during 2004. These
shares were converted to common stock during 2004.

Under the Amended Restated Certificate of Incorporation dated February 24, 2004,
the preferred stock of the Company has a par value of $.001 per share and
100,000,000 shares have been authorized to be issued. No shares of preferred
stock were issued or outstanding at December 31, 2004.

Under the Amended Restated Certificate of Incorporation dated February 24, 2004,
the common stock of the Company has a par value of $.001 per share and
200,000,000 shares have been authorized to be issued. As of December 31, 2004,
5,708,875 shares were issued and 5,700,044 outstanding. The difference between
issued and outstanding shares represents shares that have been cancelled
pursuant to the Company's 1991 Plan of Reorganization, as requested by the
Bankruptcy Court.
                                      F-8

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

The Company also had Class A common stock, which had a par value of $.0035 per
share and 12,000,000 shares were authorized. During 2004, these shares were
converted to Common Stock.

On November 10, 2004, the Company was notified that it had received clearance
from the National Association of Securities Dealers ("NASD") to have its Common
Stock quoted on the Over the Counter ("OTC") Bulletin Board.

Note  3 - Net Loss Per Share:
-----------------------------

The Company has adopted Statement of Financial Accounting Standard No.128,
"Earnings Per Share". Basic earnings per common share are calculated using the
weighted average of shares outstanding. Diluted earnings per common share would
be computed using the weighted average number of shares outstanding adjusted for
the incremental shares attributed to other outstanding options, warrants, etc.
to purchase common stock. For the periods ended December 31, 2004 and 2003, the
Company has no such potential dilutive Securities; hence, only basic loss per
share is presented.

Note  4 - Related Party Transactions:
-------------------------------------

On December 31, 2003, J.R.S. Holdings LLC (J.R.S), a principal shareholder in
the Company, and Somerset International Group, Inc., a New Jersey Corporation
(Somerset - New Jersey) signed a Stock Purchase Agreement whereby J.R.S would
sell 526,250 shares of pre-reverse split Common Stock, 12,000,000 shares of
pre-reverse split Class A Common Stock and 1,000,000 shares of its then
pre-reverse split Series A Preferred Stock of the Company. These shares, after
conversion to all Common Stock and reflective of the 21:1 reverse stock split,
equated to 644,017 shares, valued at its cost of $125,000. This transaction
closed in escrow on January 22, 2004, with the condition to closing that the
Company file Form 10KSB for the fiscal year ended December 31, 2003. J.R.S.
retained 2,381 Common Shares (after the reverse split), representing .2 percent
of the outstanding common shares and Somerset became the controlling shareholder
of the Company, owning approximately 60 percent of the outstanding shares of the
Company, as the Company filed Form 10KSB and the shares were released from
escrow.

On January 17, 2004, Somerset-New Jersey closed a $175,000 bridge financing from
one accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance. In addition to the repayment of the Note and
interest, the investor received a 10% ownership interest in Somerset-New Jersey,
which equates to approximately 64,000 shares of the Company's common stock
immediately prior to merger. As a result of this transaction, Somerset-New
Jersey recorded a debt discount of $3,500, which is being amortized over the
life of the bridge financing agreements.

In April 2004, Somerset-New Jersey converted its Class A Common Stock and Series
A Preferred Stock into an equal number of shares of the Company's Common Stock.
The Company then effected a 21 to 1 reverse stock split of all of its common
shares.

On June 30, 2004, immediately prior to the merger with the Company, Somerset-New
Jersey distributed to its shareholders the 644,017 post reverse split shares
acquired in the January 22, 2004 transaction with J.R.S. Holdings LLC described
above.

On July 1, 2004, the Company completed the merger with Somerset-New Jersey.
Pursuant to the Agreement, the shareholders of Somerset-New Jersey were issued a
total of 4,063,884 shares of the Company's Common Stock which represented the
value of services provided during 2004 by Somerset-NJ on behalf of the Company
and were valued at $609,583. Somerset-New Jersey has the strategic objective of
acquiring profitable and near term profitable private small and medium sized
businesses and maximizing the profitability of its acquired entities. In
accordance with SFAS No. 141, relating to the financial presentation for certain
business combinations, the Company has reported the results for the year ending
December 31, 2004 inclusive of the results for Somerset-New Jersey for the six
months ending June 30,2004.

                                      F-9

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

In connection with the bridge financing agreements that occurred during the
quarter ended June 30, 2004 (Note 8), the Company issued 200,000 shares of
common stock on July 1, 2004 which was valued at $30,000. As a result of this
transaction, the Company has recorded a debt discount of $30,000, which is being
amortized over the life of the bridge financing agreements.

On September 30, 2004, the Company approved the issuance of 200,000 shares of
restricted common stock to Paul Patrizio and 200,000 shares of restricted common
stock to John X. Adiletta. These shares are being issued based on the conversion
of $100,000 in accrued compensation owed to Paul Patrizio and to John X.
Adiletta at the rate of $0.50 per share. Such shares were issued pursuant to an
exemption from registration at Section 4(2) of the Securities Act of 1933 and
are restricted in accordance with Rule 144 of the Securities Act of 1933.

Note 5 - Income Taxes:
----------------------

The reconciliation of income tax expense computed at the U.S. federal statutory
rate to the provision for income taxes is as follows for the year ended December
31:

                                                   2004               2003
                                               -----------           --------

        Tax Benefit at U.S. statutory rate     $  (414,000)      $      (317)

        Non Deductible Expenses                    275,000                --

        Change in valuation allowance              139,000               317
                                               -----------           --------

        Provision for income taxes             $        --       $        --
                                               =============     ============

At December 31, 2004, the Company has federal net operating loss carryforwards
of approximately $1,273,000, which are available to offset future federal
taxable income. These carryforwards expire between the years 2005 and 2024.
Also, at December 31, 2004, the Company's state net operating loss carryforwards
approximated $ 792,000 and expire in 2010 and 2011.


       Deferred income taxes are summarized as follows at December 31, 2004:
            Deferred tax asset:
             Federal net operating loss carryforwards               $ 432,820
             State net operating loss carryforward                     59,400
             Deferred Compensation                                    323,800

                                      F-10

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS


             Valuation allowance                                     (816,020)
                                                                    ----------
             Net deferred tax asset                                 $      --
                                                                    ==========

During the year ended December 31, 2004, the Company's valuation allowance
increased by $ 415,140 due to the additional federal and state net operating
loss carryforwards along with deferred compensation. As seen in the above table,
any future tax benefit which may result from utilization of these net operating
loss carryforwards has been fully reserved for.

Future expiration of net operating loss carryforwards for the periods ending
after December 31, 2004 are as follows:

                  Year        Federal                Year           State
                  ----        -------                ----           -----
                  2005       $  435,836              2010       $  343,899
                  2009           29,411              2011           38,231
                  2010           16,059              2011              932
                  2021          343,899              2011          407,991
                  2022           38,471                                 --
                  2023              932                                 --
                  2024          407,991                                 --
                Total       $ 1,272,599                         $  791,053
                            ===========                         ==========

The aforementioned losses are subject to limitations due to changes in
controlling ownership in accordance with relevant provisions of the Internal
Revenue Code.

Note 6 - Recent Accounting Pronouncements
-----------------------------------------

In November 2002, the FASB issued FASB Interpretation, "FIN," No.45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others." FIN No. 45 addresses the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
Under FIN No. 45 recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year end. The adoption of FIN No.45 did
not have a significant impact on the Company's financial position or results or
operations.


                                      F-11

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

In December 2003, the FASB revised FASB Interpretation "FIN" No. 46R,
"Consolidation of Variable Interest Entities", originally issued in January
2003. FIN 46R clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities in which certain equity
investments do not have the characteristics of controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional financial support from other parties. FIN 46R applies
immediately to variable interest entities (VIE's) created after December 31,
2003, and to VIE's in which an enterprise obtains an interest after that date.
It applies in the first reporting period ending after December 15, 2004, to
VIE's in which an enterprise holds a variable interest. The adoption of FIN 46R
did not have a material impact on the Company's financial position, liquidity,
or results of operations.

In December 2004, the FASB revised FASB Statement No. 123, Accounting for
Stock-Based Compensation. This Statement supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This Statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This Statement does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in
Statement 123 as originally issued and EITF Issue No. 96-18, "Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services." It applies in the first reporting
period ending after December 15, 2005. The adoption of Statement No. 123
(revised 2004) is not expected to have a material impact on the Company's
financial position, liquidity, or results of operations.

Note 7 - Promissory Notes Payable
---------------------------------

On January 17, 2004, Somerset-New Jersey closed a $175,000 bridge financing from
one accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance. In addition to the repayment of the Note and
interest, the investor received a 10% ownership interest in Somerset-New Jersey.
As a result of this transaction, Somerset-New Jersey recorded a debt discount of
$3,500, which is being amortized over the life of the bridge financing
agreements. This Note was extended to July 31, 2005.

                                      F-12

<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

On April 29, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor
received 100,000 shares of the Company's Common Stock. This stock was valued at
$15,000. As a result of this transaction, the Company has recorded a Debt
Discount of $15,000, which is being amortized over the life of the Promissory
Note Payable, which is one year. The Company has agreed to register the Common
Stock with the Securities and Exchange Commission the later of June 30, 2004 or
one hundred and eighty (180) days from closing of the first acquisition, which
is September 10, 2005. This stock was issued on July 1, 2004.

On June 25, 2004, the Company closed a $100,000 bridge financing from one
accredited investor pursuant to a Promissory Note with interest payable at
twelve (12%) percent per annum. Pursuant to such note, the principal and
interest will mature on the earlier of the subsequent financing by the Company
or one year from date of issuance, with a minimum of 90 days of interest to be
paid. In addition to the repayment of the Note and interest, the investor
received 100,000 shares of the Company's Common Stock. This stock was valued at
$15,000. As a result of this transaction, the Company has recorded a Debt
Discount of $15,000, which is being amortized over the life of the Promissory
Note Payable, which is one year. The Company has agreed to register the Common
Stock with the Securities and Exchange Commission the later of June 30, 2004 or
one hundred and eighty (180) days from closing of the first acquisition, which
is September 10, 2005. This stock was issued on July 1, 2004.

Note 8 - Acquisition Agreement
------------------------------

On June 15, 2004, the Company, through a newly created wholly owned subsidiary,
which owned no assets as of June 30, 2004, entered into an Agreement and Plan of
Merger with a New Jersey Corporation which provides wireless security products
and services. The closing was subject to a financing of five hundred thousand
dollars ($500,000) to provide working capital to the merged company. In
addition, the Company was to issue three million dollars ($3,000,000) of
Redeemable Convertible Preferred Stock to the shareholders of the wireless
company and assume five hundred five thousand dollars ($505,000) of existing
indebtedness. (Note 10)

Note 9 - Commitments
--------------------

The Company has entered into employment agreements with two officers that became
effective January 6, 2004. The employment agreements have a term of five years.
In the event of termination of employment without cause, the agreement provides
that the Company shall pay severance equaling the greater of the balance of the
term of the agreement or one year's salary, The officers have signed an
additional agreement, in which they have agreed to waive any claims for payment
of salary and auto, mobile phone, and medical benefits provided for in their
employee agreements. The additional agreement is for the period of October 1,
2004 though March 31, 2005.

Effective March 10, 2005, one agreement was terminated by the resignation of one
of the officers. (Note 10)

Note 10 - Subsequent Events
---------------------------

Officer Resignation:
--------------------
On March 10, 2005, an officer and director resigned from the Company. This
officer has also agreed to return 1,289,848 of previously issued common stock.

                                      F-13


<PAGE>

                SOMERSET INTERNATIONAL GROUP, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

Private Placement Financing:
----------------------------
On March 11, 2005, a private placement to accredited investors was completed in
the amount of five hundred thousand four dollars ($504,000). These investors
received Convertible Secured Promissory Notes in the amount of $504,000 and
issued 504,000 shares of the Company's common stock. The funds raised were used
to complete the acquisition described as follows:

Closing of Business Acquisition:
--------------------------------
The financing for the acquisition of the wireless security products and services
company was completed on March 11, 2005 and the transaction was closed on March
11, 2005.

The unaudited Assets, Liabilities, and Sales for the purchased company
approximated the following for the year ended December 31, 2004:


                       Assets                $ 1,000,000
                       Liabilities           $ 1,000,000
                       Sales                 $ 2,000,000


                                      F-14