SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2005
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission File Number: 2-99080

                              THE CERTO GROUP CORP.

                 (Name of Small Business Issuer in its Charter)



          Delaware                                      11-2820379
         --------                                    -------------
State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization


             201 Circle Drive North, Suite 112, Piscataway, NJ 08854
                     (Address of principal executive office)

                    Issuer's telephone number: (732) 356-9555


                       National Diversified Services, Inc.
          (Former name or former address, if changed since last report)

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

                                  Yes_x_ No__.

17,697,740  Common  Shares,  $.001 par value  were  issued  and  outstanding  at
November 21, 2005.
<PAGE>
PART I. FINANCIAL INFORMATION

Item 1.       Financial Statements

                            FINANCIAL STATEMENT INDEX
<TABLE>
<CAPTION>

<S>                                                                                      <C>
     Consolidated Balance Sheets at September 24, 2005 (Unaudited)                          1

     Consolidated Statements of Operations for the Three Months and Nine Months             2
        Ended September 24, 2005 and September 25, 2004 (Unaudited)

     Consolidated Statements of Cash Flows for the Nine Months                              3
        Ended September 24, 2005 and September 25, 2004 (Unaudited)

     Notes to Financial Statements                                                          4
</TABLE>

<PAGE>
                     THE CERTO GROUP CORP. AND SUBSIDIARIES
         (FORMERLY NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES)
                           Consolidated Balance Sheet


<TABLE>
<CAPTION>


                                                                                                September 24, 2005
                                                                                                    (Unaudited)
                                     Assets

<S>                                                                                                    <C>
     Current Assets:
     Cash and cash equivalents                                                                  $       85,571
     Accounts receivable, net of allowance for doubtful accounts of $82,000                            336,563
     Inventories                                                                                       346,513
     Prepaid expenses and other current assets                                                         257,247
                                                                                                ---------------
     Total Current Assets                                                                            1,025,894
                                                                                                ---------------

     Property and Equipment, net of
     accumulated depreciation and amortization                                                       1,129,844
                                                                                                ---------------

     Other Assets:
     Intangible assets                                                                                 154,228
     Security deposits                                                                                 185,051
                                                                                                ---------------
     Total Other Assets                                                                                339,279
                                                                                                ---------------

     Total Assets                                                                               $    2,495,017
                                                                                                ===============

                              Liabilities and Stockholders' Deficiency

     Current Liabilities:
     Current portion of notes payable                                                           $    1,049,594
     Accounts payable and accrued expenses                                                           1,077,694
     Notes payable - stockholder                                                                       504,657
                                                                                                ---------------
     Total Current Liabilities                                                                       2,631,945
                                                                                                ---------------

     Long-Term Liabilities:
     Notes payable - less current portion                                                              976,943
                                                                                                ---------------
     Total Long-Term Liabilities                                                                       976,943
                                                                                                ---------------

     Total Liabilities                                                                               3,608,888
                                                                                                ---------------

     Commitments and Contingencies

     Stockholders' Deficiency:
     Common Stock, $.001 par value; Authorized - 100,000,000 shares;
      issued and outstanding - 17,697,740 shares                                                        17,698
     Additional paid-in capital                                                                        378,152
     Accumulated deficit                                                                            (1,509,721)
                                                                                                ---------------
     Total Stockholders' Deficiency                                                                 (1,113,871)
                                                                                                ---------------

     Total Liabilities and Stockholders' Deficiency                                             $    2,495,017
                                                                                                ===============
</TABLE>

    The accompanying notes are an integral part of the consolidated financial
    statements. All share and per share amounts have been adjusted to reflect
             the one for five reverse stock split in November 2005.

                                       1
<PAGE>

                     THE CERTO GROUP CORP. AND SUBSIDIARIES
         (FORMERLY NATIONAL DIVERSIFIED SERVICES, INC. AND SUBSIDIARIES)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                               Three Months Ended                     Nine Months Ended
                                                       -----------------------------------    -----------------------------------
                                                           September 24,     September 25,          September 24,    September 25,
                                                             2005              2004                 2005              2004
                                                       -----------------------------------    -----------------------------------

<S>                                                             <C>                   <C>              <C>                 <C>
          Net Sales                                    $       2,479,110     $  2,293,395     $       7,440,203   $    7,162,629

          Cost of sales                                        2,235,463        1,902,264             6,525,046        6,043,835
                                                       -----------------------------------    -----------------------------------

          Gross Profit                                           243,647          391,131               915,157        1,118,794
                                                       -----------------------------------    -----------------------------------

          Operating Expenses:
          Selling, general and administrative expenses           620,531          415,798             1,779,807        1,350,710
                                                       -----------------------------------    -----------------------------------

          Loss from Operations                                  (376,884)         (24,667)             (864,650)        (231,916)
                                                       -----------------------------------    -----------------------------------

          Other Income (Expense):
          Other income                                            22,039            3,878                19,329           93,796
          Interest expense                                       (82,044)          (9,740)             (170,652)         (18,455)
                                                       -----------------------------------    -----------------------------------
          Total other income (expense)                           (60,005)          (5,862)             (151,323)          75,341
                                                       -----------------------------------    -----------------------------------

          Net loss                                     $        (436,889)    $   (30,529)     $      (1,015,973)  $     (156,575)
                                                       ===================================    ===================================


          Basic loss per common share                  $           (0.03)    $         -      $           (0.06)  $        (0.01)
                                                       ===================================    ===================================

          Weighted average number of
          common shares outstanding                           17,697,740       15,927,966            17,697,740       15,927,966
                                                       ===================================    ===================================
</TABLE>


          The accompanying notes are an integral part of the consolidated
          financial statements. All share and per share amounts have been
          adjusted to reflect the one for five reverse stock split in November
          2005.

                                       2
<PAGE>
                     THE CERTO GROUP CORP. AND SUBSIDIARIES
         (FORMERLY NATIONAL DIVERSIFIED SERVICES, INC AND SUBSIDIARIES)
                      Consolidated Statements of Cash Flows

                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                              Nine Months Ended
                                                                                    --------------------------------------
                                                                                     September 24,        September 25,
                                                                                          2005                 2004
                                                                                    ------------------   -----------------

<S>                                                                                         <C>               <C>
          Cash Flows from Operating Activities:
          Net loss                                                                  $      (1,015,973)   $       (156,575)
          Adjustments to reconcile net loss to net cash
          used in operating activities:
          Depreciation and amortization                                                       181,253              93,660
          Provision for doubtful accounts                                                      82,000                   -
          Changes in Operating Assets and Liabilities:
          Accounts receivable                                                                  49,445              44,111
          Inventories                                                                         (70,771)            (11,198)
          Prepaid expenses and other current assets                                          (322,987)            (37,339)
          Security deposits                                                                  (161,567)             (1,000)
          Accounts payable and accrued expenses                                                10,050             (81,708)
                                                                                    ------------------   -----------------
          Net Cash Used in Operating Activities                                            (1,248,550)           (150,049)
                                                                                    ------------------   -----------------

          Cash Flows from Investing Activities:
          Payments for purchase of equipment                                                  (67,621)            (36,293)
          Net payments under asset purchase agreement                                        (154,228)                  -
                                                                                    ------------------   -----------------
          Net Cash Used in Investing Activities                                              (221,849)            (36,293)
                                                                                    ------------------   -----------------

          Cash Flows from Financing Activities:
               Payments on notes payable                                                     (317,713)           (127,092)
               Proceeds from notes payable                                                  1,767,029                   -
               Proceeds from notes from stockholder                                            58,269             301,077
               Proceeds from issuance of common stock                                           1,000                   -
                                                                                    ------------------   -----------------
          Net Cash Provided by Financing Activities                                         1,508,585             173,985
                                                                                    ------------------   -----------------

          Net Increase (Decrease) in Cash and Cash Equivalents                                 38,186             (12,357)

          Cash and Cash Equivalents at Beginning of the Period                                 47,385              36,996
                                                                                    ------------------   -----------------

          Cash and Cash Equivalents at End of the Period                            $          85,571             $24,639
                                                                                    ==================   =================

          Supplemental Disclosures for Cash Flow Information:
          Cash paid during the period for interest                                  $         170,652    $         18,455
                                                                                    ==================   =================
          Cash paid during the period for taxes                                     $               0    $              0
                                                                                    ==================   =================

          Non Cash Investing and Financing Activities:
          Acquired equipment for notes payable                                      $         242,178    $              0
                                                                                    ==================   =================
</TABLE>

         The accompanying notes are an integral part of the consolidated
         financial statements. All share and per share amounts have been
      adjusted to reflect the one for five reverse stock split in November
                                      2005.

                                       3
<PAGE>
NOTE 1 - BASIS OF PRESENTATION AND PRINCIPAL BUSINESS ACTIVITY

     The accompanying interim  consolidated  financial statements of the Company
     are unaudited,  but in the opinion of management,  reflect all adjustments,
     consisting of normal recurring accruals,  necessary for a fair presentation
     of the results for the interim period. Accordingly, they do not include all
     information and notes required by generally accepted accounting  principles
     for complete  financial  statements.  The results of operations for interim
     periods are not  necessarily  indicative  of results to be expected for the
     entire fiscal year or any other period.

     The Company provides direct food service management  services consisting of
     restaurant and vending operations  throughout the United States of America.
     In addition,  the Company is paid  guaranteed  revenues under  contracts to
     operate vending and ATM machines at their restaurant locations.

NOTE 2 -  MERGER

     On August 4, 2005,  The Certo  Group  Inc.  ("TCG")  with its wholly  owned
     subsidiary  The Certo Group LLC ("LLC")  entered into an Agreement and Plan
     of Merger ("the  Agreement") with NADS Acquisition Corp ("NADS"),  a wholly
     owned subsidiary of National  Diversified  Services,  Inc.  Pursuant to the
     Agreement,  which  closed on August 9, 2005,  TCG was merged into NADS.  As
     consideration for the merger of the Company into NADS, National Diversified
     Services,  Inc. issued 15,927,966  post-split shares of its common stock to
     TCG's sole shareholder. The above companies are collectively referred to as
     ("the Company").

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying  financial statements are prepared on the accrual basis of
     accounting in conformity with accounting  principles  generally accepted in
     the  United  States  of  America  and  include  the  accounts  of  National
     Diversified  Services,  Inc., NADS, TCG and LLC.  Intercompany accounts are
     eliminated in consolidation.

Fiscal Year

     The Company uses a 4/4/5 week reporting  period ending on the last Saturday
     of the month in which the fiscal period ends.

Use of Estimates

     Preparing the Company's financial  statements in conformity with accounting
     principles  generally  accepted  in the United  States of America  ("GAAP")
     requires  management to make estimates and assumptions that affect reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at 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.

Cash and Cash Equivalents

     The  Company  considers  deposits  that  can  be  redeemed  on  demand  and
     investments that have original  maturities of less than three months,  when
     purchased, to be cash equivalents.

Fair Value of Financial Instruments

     The Company's financial instruments are cash and cash equivalents, accounts
     receivable,  accounts  payable,  and notes payable.  The recorded values of
     cash  and cash  equivalents,  accounts  receivable,  and  accounts  payable
     approximate  their  fair  values  based on  their  short-term  nature.  The
     recorded values of notes payable approximate their fair values, as interest
     approximates market rates.

Concentrations of Credit Risk

     Financial instruments subject the Company to concentrations of credit risk.
     The Company  places its cash and  temporary  cash  investments  with credit
     quality  institutions.  At  times,  such  investments  may be in  excess of
     applicable  government  mandated insurance limits. With respect to accounts
     receivable,  the Company  limits credit risk by performing  ongoing  credit
     evaluations.  Management  does  not  believe  significant  risk  exists  in
     connection  with the  Company's  concentrations  of credit at September 24,
     2005.


                                       4
<PAGE>
Accounts Receivable

     The Company  provides  an  allowance  for  doubtful  accounts  equal to the
     estimated  uncollectible  amounts.  The  Company's  estimate  is  based  on
     historical  collection  experience  and a review of the  current  status of
     trade  accounts  receivable.  It is reasonably  possible that the Company's
     estimate of the  allowance  for doubtful  accounts  will  change.  Accounts
     receivable  are  presented  on the  consolidated  balance  sheet  net of an
     allowance for doubtful accounts of $82,000 at September 24, 2005.

Inventories

     Inventories consist of food and related supplies.  Inventories are recorded
     at the lower of cost (utilizing a method approximating first-in,  first out
     method) or market value.

Property and Equipment

     Property  and  equipment  are  recorded  at cost.  Expenditures  for  major
     additions  and  improvements  are  capitalized,   and  minor  replacements,
     maintenance,  and repairs are charged to expense as incurred. When property
     and  equipment  are  retired  or  otherwise   disposed  of,  the  cost  and
     accumulated  depreciation  are removed from the accounts and any  resulting
     gain or loss is included in the results of  operations  for the  respective
     period.  Depreciation  is provided over the  estimated  useful lives of the
     related  assets  using the  straight-line  method for  financial  statement
     purposes. The estimated useful lives for significant property and equipment
     categories are as follows:

      Computers and restaurant equipment           3 to 15 years
      Furniture and fixtures                       5 years
      Vehicles                                     5 years

Deferred Financing Costs

     Deferred financing costs represent legal and other fees associated with the
     issuance of the Company's debt and are being amortized over the term of the
     related debt.

Intangible Assets

     Intangible assets include goodwill and certain intangible  property rights.
     Goodwill  represents  the  excess  of  cost  over  the  fair  value  of net
     identifiable   assets  acquired  through  the  Company's  various  business
     acquisitions.  The cost of acquired  entities at the date of acquisition is
     allocated to identifiable assets and the excess of the total purchase price
     over the amounts assigned to identifiable assets is recorded as goodwill.

     The  Company  has  adopted  SFAS No.  142  "Goodwill  and Other  Intangible
     Assets".  Under SFAS No. 142,  management  evaluates the  recoverability of
     goodwill and other intangible assets with indefinite useful lives annually,
     or more frequently if events or changes in circumstances  indicate that the
     carrying values might be impaired.

Impairment of Long-lived Assets

     The  Company  reviews the  carrying  value of property  and  equipment  for
     impairment  whenever  events and  circumstances  indicate that the carrying
     value of an asset may not be  recoverable  from the  estimated  future cash
     flows  expected to result from its use and eventual  disposition.  In cases
     where  undiscounted  expected  future cash flows are less than the carrying
     value,  an impairment  loss is  recognized  equal to an amount by which the
     carrying value exceeds the fair value of assets.  The factors considered by
     management in performing this assessment include current operating results,
     trends and  prospects,  the manner in which the  property is used,  and the
     effects of obsolescence,  demand, competition,  and other economic factors.
     Based on this assessment there was no impairment at September 24, 2005.


                                       5
<PAGE>
Revenue Recognition

     Revenue is  recognized  when  services  are  provided or when  products are
     delivered.  Provisions  for discounts  and rebates to customers,  estimated
     returns and allowances,  and other adjustments are provided for in the same
     period the  related  sales are  recorded.  The  Company  defers any revenue
     received  related  to  products  that  have  not yet been  delivered  or to
     services  that have not yet been  rendered or are  subject to refund  until
     such time that the Company and the customer  jointly  determine that either
     the product has been  delivered or the services  have been rendered or that
     no refund will be required.

Pre-opening Costs

     Pre-opening  costs,  which primarily  consist of rental expense through the
     date of opening for each restaurant location, are expensed as incurred.

Advertising Costs

     Advertising  costs are expensed as incurred.  Advertising  expense  totaled
     $21,525  and  $14,146  for the nine  months  ended  September  24, 2005 and
     September 25, 2004, respectively and $3,334 and $5,962 for the three months
     ended September 24, 2005 and September 25, 2004, respectively.

Income Taxes

     The Company accounts for income taxes using the liability method. Under the
     liability  method  deferred  taxes reflect the net tax effects of temporary
     differences  between  the  carrying  amount of assets and  liabilities  for
     financial purposes and the amounts used for income tax purposes.

     Prior to August 9,  2005,  the  Company  elected  to be  treated  as a sole
     proprietorship  under the provisions of the Internal  Revenue Code and as a
     result, income taxes were the responsibility of the individual shareholder.

Employee Benefit Plan

     In July of 2004,  the Company  implemented  a pension plan for its salaried
     employees under the provisions of Section  (401-K) of the Internal  Revenue
     Code ("the Code").  Under the plan,  employees can  contribute  the maximum
     allowable  under the Code and the  Company  will match 10% of the  employee
     contribution up to a maximum of $500 per employee.  Total expense under the
     plan was $4,891 and $2,060 for the nine and three  months  ended  September
     24, 2005, respectively.  There was no expense for the nine and three months
     ended September 25, 2004.

Loss Per Share

     Basic loss per share for the nine and three months ended September 24, 2005
     is  computed  by dividing  the net loss by the  weighted-average  number of
     shares exchanged (as adjusted retroactively for the reverse split, See Note
     10) for the 1,000 TCG shares  actually  outstanding  (15,927,966  shares of
     common  stock  plus the  1,769,774  shares  of  common  stock  owned by the
     existing shareholders).

     Basic loss per share for the nine and three months ended September 25, 2004
     is  computed  by dividing  the net loss by the  weighted-average  number of
     shares  exchanged (as adjusted  retroactively  for the reverse stock split,
     See Note 10) for the  1,000 TCG  shares  actually  outstanding  (15,927,966
     shares of common stock).

Recently Issued Accounting Pronouncements

     In December 2004, the FASB issued Statement of Financial  Standards No. 123
     (revised  2004),  Share-Based  Payment  ("SFAS No.  123  (R)"),  which is a
     revision of SFAS No. 123. SFAS No. 123 (R)  supersedes  APB Opinion No. 25,
     Accounting for Stock Issued to Employees, and amends FASB Statement No. 95,
     Statement  of  Cash  flows.  Generally,  the  approach  to  accounting  for
     share-based  payments  in  SFAS  No.  123(R)  is  similar  to the  approach
     described  in  SFAS  No.  123.  However,   SFAS  No.  123(R)  requires  all
     share-based  payments to  employees,  including  grants of  employee  stock
     options,  to be recognized in the financial  statements based on their fair
     values.  Pro forma disclosure of the fair value of share-based  payments is
     no longer an  alternative  to  financial  statement  recognition.  SFAS No.
     123(R) is effective for small public  business  issuers at the beginning of
     the first fiscal year  beginning  after  December  15,  2005,  or effective
     January 1, 2006 for the Company.  The Company does not expect that SFAS No.
     123(R) will have a material effect on future financial statements.

                                       6
<PAGE>
     Statement of Financial  Accounting  Standards No. 151,  Inventory Costs, an
     amendment of ARB No. 43,  Chapter 4 (SFAS 151) was issued in November  2004
     and becomes  effective for  inventory  costs  incurred  during fiscal years
     beginning  after June 15,  2005.  The Company does not expect that SFAS 151
     will have any effect on future financial statements.

     Statement  of  Financial   Accounting   Standards  No.  153,  Exchanges  of
     Nonmonetary  Assets,  an  amendment  of APB  Opinion  No. 29 (SFAS 153) was
     issued  in  December  2004 and  becomes  effective  for  nonmonetary  asset
     exchanges  occurring in fiscal periods  beginning  after June 15, 2005. The
     Company  does not  expect  that  SFAS 153 will  have any  effect  on future
     financial statements.

     Statement of Financial Accounting Standards No. 154, Accounting Changes and
     Error  Corrections,  a replacement of APB Opinion No. 20 and FASB Statement
     No.  3 (SFAS  154)  was  issued  in May  2005  and  becomes  effective  for
     accounting changes and corrections of errors made in fiscal years beginning
     after  December  15,  2005.  The Company does not expect that SFAS 154 will
     have any significant effect on future financial statements.

     Management does not believe that there are any other recently  issued,  but
     not yet  effective,  accounting  pronouncements  that would have a material
     effect on the accompanying consolidated financial statements.

NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at September 24, 2005:

      Computers and restaurant equipment              $       1,259,150
      Furniture and fixtures                                    202,964
      Vehicles                                                   14,075
      Leasehold improvements                                      2,400
                                                      -----------------
                                                              1,478,589
      Less accumulated depreciation                            (348,745)
                                                      -----------------
                                                      $       1,129,844
                                                      =================


                                       7
<PAGE>
NOTE 4 - NOTES PAYABLE
<TABLE>
<CAPTION>
     Notes payable consist of the following at September 24, 2005:
<S>                                                                               <C>
     Note payable to a lending institution, is part of a $1,250,000 credit line.
$T875,000it  line bears  interest  at the rate of 7.5% over  prime.  The note is
payable  interest only until March 1, 2007 when monthly  payments of $30,000 are
required  through  March 1,  2010 at  which  time the  balance  becomes  due and
payable. The note is unsecured.                                                   $  875,000

Note  payable to an  investment  company.  The note is secured by  substantially
a900,000ts of the Company The note bears interest at 24% and is payable interest
only.  The note will be repaid with proceeds  received  under the Standby Equity
Distribution Agreement (See Note 8).                                              $  900,000

Equipment  loan due in  monthly  installments  of $422,  including  interest  at
15.8%14,960final  payment  due in  December  2009.  The note is  secured  by the
respective equipment.                                                             $   14,960

Equipment  loan  payable in monthly  installments  of $207 plus  interest at the
rate3,8420%  through  January  2008.  The  note  is  secured  by the  respective
equipment.                                                                        $    3,842

Unsecured  loan  payable  to a bank due in  monthly  installments  of $466  with
intere2,370 5.5% with final payment due February 2006.                            $    2,370

Note payable to an  individual  in  connection  with asset  purchase  agreement.
The45,109bears  interest  at the  rate  of  3.4%  and is due in  twelve  monthly
installments of $4,167, including interest. The note is unsecured.                $   45,109

Note payable to an  individual  in  connection  with asset  purchase  agreement.
Th185,256bears  interest  at  the  rate  of  3.4%  and  is  due  in  24  monthly
installments   of   $8333,   including   interest.   The   note  is   unsecured.  $  185,256


                                                                                   2,026,537
Less current portion                                                              (1,049,594)
                                                                                  ----------
Notes payable - long-term                                                         $  976,943
                                                                                  ==========

</TABLE>

                                       8
<PAGE>

Future maturities of long-term debt as of September 24, 2005 are as follows:

     Twelve-months Ending on or about September 24,
                            2006                            $ 1,049,594
                            2007                                394,061
                            2008                                364,370
                            2009                                218,512
                                                     -------------------
                                                            $ 2,026,537
                                                     ===================


     Interest expense amounted to $170,652 and $18,455 for the nine months ended
     September  24, 2005 and September  25, 2004,  respectively  and $82,044 and
     $9,740 for the three  months ended  September  24, 2005 and  September  25,
     2004, respectively.


NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consist of the following at September
     24, 2005:

         Accounts payable                                        $ 857,894
         Accrued payroll and payroll taxes                         203,848
         Sales taxes payable                                        15,952
                                                         -----------------
                                                                $1,077,694
                                                         =================


NOTE 6 - RELATED PARTY TRANSACTIONS

     The  Company  has a  non-interest  bearing  note  payable  to the  majority
     stockholder  of LLC. The note payable has no specific  terms of  repayment.
     Effective  January 2005,  the note bears  interest at 7.5% above the bank's
     lending rate.  Total  interest  expense for the nine and three months ended
     September  24,  2005  amounted to $28,373 and  $12,281,  respectively.  The
     noteholder  has agreed not to demand  payment  prior to January  2006.  The
     outstanding  balance due under the note was  $504,657 as of  September  24,
     2005.  In  addition,  during the nine months ended  September  24, 2005 and
     September 25, 2004, the Company paid $46,829 and $239,275, respectively, to
     an affiliated  company,  owned  exclusively by the majority  stockholder of
     LLC,  for  consulting  services.  At  September  24,  2005 no amounts  were
     receivable from or payable to this affiliated company.

                                       9
<PAGE>
NOTE 7 - COMMITMENTS AND CONTINGENCIES

     Leases

     The Company  leases office space and various food service  locations  under
     non-cancelable  operating  leases  that expire in various  periods  through
     August  2010.  Future  minimum  rental  payments  under these leases are as
     follows:

              Twelve-months
              Ending Near
              September 24
              -------------
              2006                   $ 97,392
              2007                     97,392
              2008                     35,653
              2009                     34,404
              2010                     31,537
                              ----------------
                                    $ 296,378
                              ================


     Rent  expense  amounted  to  $71,681  and  $35,063  for nine  months  ended
     September  24, 2005 and September  25, 2004,  respectively  and $24,821 and
     $12,109 for the three months ended  September  24, 2005 and  September  25,
     2004, respectively.

     Consulting Agreement

     In  connection  with the  above,  the  Company  entered  into a  Consulting
     Agreement  with  George  Rubin and with Morry F. Rubin  (collectively,  the
     "Consultants"),  pursuant to which the Consultants  would provide advice to
     the Company in connection with general business  consulting  services for a
     term of one year. In consideration for the services  provided,  the Company
     has agreed to pay the  Consultants  an aggregate fee of $85,000 and provide
     them with anti-dilution  protection in connection with certain issuances of
     equity by the Company. In addition, the Company has granted the Consultants
     and certain other shareholders with registration rights.

     Operating Agreement

     The Company has entered into an agreement  commencing  on September 3, 2005
     to manage  and  operate a  cafeteria  for  employees  and  students  of the
     International Academy of Design & Technology (the "Academy"). The agreement
     has an initial term of five years  followed by automatic  one-year  renewal
     periods.  The Company has the right to terminate  the agreement at any time
     upon providing 45 days written notice.  After the initial term, the Academy
     may terminate the agreement upon 90 days written  notice.  The Company must
     install all necessary equipment,  which becomes the property of the Academy
     at the end of the term of the agreement.  In connection with the agreement,
     the Company has entered into a five-year  lease agreement for the premises.
     The lease  required  initial  minimum  monthly  rental  payments  of $2,400
     through  August 31, 2005,  followed by rental  payments of $2,467 per month
     through August 31, 2008 and $2,867 per month through August 31, 2010.

 NOTE 8 - STOCKHOLDERS' EQUITY

     In addition to its  outstanding  common stock,  the Company has  authorized
     10,000,000 shares of Series A convertible  preferred stock with a par value
     of $.001 per share. Currently, there are no shares outstanding.  Each share
     of preferred stock can be converted into one share of common stock and each
     share is entitled to one vote,  voting  together with the holders of shares
     of common stock.

     On April 28, 2005, the Company  entered into a Standby Equity  Distribution
     Agreement  ("SEDA") with an Investment  Company.  Pursuant to the SEDA, the
     Company may  periodically  sell shares of its par $.001 value common stock,
     in maximum  increments of $500,000 in a five-day period,  to the Investment
     Company for a total purchase price of up to $20,000,000 or 9.9% of the then
     outstanding shares. For each share purchased by the Investment Company, the
     Company will receive 95% of the lowest volume weighted average price of the
     common stock as quoted by

                                       10
<PAGE>
     Bloomberg  LP during the five  consecutive  trading days prior to the sale.
     Following  any sale,  the Company will return 10% of the proceeds  received
     under the SEDA to the Investment Company. The 10% will be considered a cost
     of raising  capital  and will be treated as a  reduction  of  proceeds  and
     additional paid-in capital.  The SEDA becomes effective at such time as the
     Company's  common  stock is  registered  with the  Securities  and Exchange
     Commission.

NOTE 9 - ASSET PURCHASE AGREEMENT

     In July  and  August  2005  the  Company  entered  into an  asset  purchase
     agreement  to acquire  two  retail  businesses  at a cost of  approximately
     $400,000.  In  satisfaction  of the purchase  price,  the Company made cash
     payments  and has  issued  two  promissory  notes to a  seller  aggregating
     approximately  $242,000.  One of the notes, totaling approximately $193,000
     and  bears  interest  at 3.4%  per  annum,  and is  payable  in 24  monthly
     installments   that  began  on  September  2,  2005.   The  other  note  of
     approximately  $49,000 bears interest at 3.4% per annum,  and is payable in
     12 monthly installments that began on September 2, 2005.

NOTE 10 - SUBSEQUENT EVENTS

     Reverse Stock Split

     The  Company  filed  a  Certificate  of  Amendment  to its  Certificate  of
     Incorporation  that was  effective  November  10,  2005 to effect a reverse
     split of the issued and outstanding  common shares of the Company,  whereby
     every  five  shares of common  stock held were  exchanged  for one share of
     common stock. As a result, while the authorized common stock of the Company
     remains at 100,000,000  shares, the issued and outstanding shares of common
     stock were  decreased  from  88,488,700  shares prior to the reverse  stock
     split to 17,697,740 shares following the reverse stock split.

     Change of Name

     Effective  November  10, 2005,  the  Company's  name changed from  National
     Diversified Services Inc. to The Certo Group Corp.


                                       11
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation

     The following  discussion and analysis  should be read in conjunction  with
our consolidated  financial  statements and notes there to included elsewhere in
this report.  This discussion  should not be construed to imply that the results
discussed  herein  will  necessarily  continue  into  the  future,  or that  any
conclusion  reached herein will  necessarily  be indicative of actual  operating
results in the future.

GENERAL OVERVIEW

     The Certo Group Corp. ("Certo") is a food service company,  specializing in
the exclusive  management of in-house cafeterias,  vending,  catering and office
coffee  services  to large  corporate  and  institutional  clients in the United
States of America. In addition,  Certo also manages retail restaurant  locations
under the branded name of "L.A. Cafe" .

CRITICAL ACCOUNTING POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted in the United States  requires us to
make  estimates  and  judgments  that affect our reported  assets,  liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our  estimates and  judgments on  historical  experience  and on various
others assumptions we believe to be reasonable under the  circumstances.  Future
events,   however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are a  number  of  significant  accounting  policies
affecting  our  consolidated  financial  statements;  we believe  the  following
critical accounting policies involve the most complex,  difficult and subjective
estimates and judgments:

     o    Allowance For Doubtful Accounts
     o    Goodwill and Other Long-Lived Assets

Allowance For Doubtful Accounts

     We are required to estimate the collectibility of our trade receivables.  A
considerable  amount of judgment is required in  assessing  the  realization  of
these receivables  including the current  creditworthiness  of each customer and
related aging of the past due balances. In order to assess the collectibility of
these  receivables,  we perform  ongoing  credit  evaluations  of our customers'
financial  condition.  Through  these  evaluations  we  may  become  aware  of a
situation where a customer may not be able to meet its financial obligations due
to deterioration of its financial viability,  credit ratings or bankruptcy.  The
reserve  requirements  are  based  on the  best  facts  available  to us and are
reevaluated and adjusted as additional information is received. Our reserves are
also based on amounts  determined by using  percentages  applied to certain aged
receivable categories.  These percentages are determined by a variety of factors
including,  but are not limited to, current economic trends,  historical payment
and bad debt  write-off  experience.  We are not able to predict  changes in the
financial  condition  of our  customers  and  if  circumstances  related  to our
customers  deteriorate,  our estimates of the  recoverability of our receivables
could  be  materially  affected  and we may be  required  to  record  additional
allowances.  Alternatively,  if we provided more  allowances than are ultimately
required, we may reverse a portion of such provisions in future periods based on
our actual  collection  experience.  As of September  24, 2005 and September 25,
2004,  we  determined  that a  reserve  of  $82,000  and $0,  respectively,  was
required.

Goodwill and Other Long-Lived Assets

     We review the carrying value of our long-lived assets held for use whenever
circumstances  indicate  there may be an impairment.  For all long-lived  assets
excluding  goodwill,  the carrying  value is  considered  impaired if the sum of
undiscounted  cash flows is less than the carrying value of the assets.  If this
occurs,  an  impairment  charge is recorded for the amount by which the carrying
value of the  long-lived  asset  exceeds  its  fair  value.  The  fair  value is
determined by applying a market-rate  multiple to the estimated near-term future
revenue  stream  expected to be produced by the asset.  We have adopted SFAS No.
142, "Goodwill and Other Intangible Assets."

     Under this accounting standard, we do not amortize our goodwill but instead
are  required  to  complete  an  annual  impairment  test.  For the  purpose  of
implementing SFAS No. 142, we have designated the fourth fiscal quarter (quarter
ending December) as the period of our annual test.

                                       12
<PAGE>
COMPARISON OF THE NINE MONTHS ENDED  SEPTEMBER 24, 2005 TO THE NINE MONTHS ENDED
SEPTEMBER 25, 2004

Results of Operations

Revenues

     For the nine months ended  September 24, 2005, net sales were $7,440,203 as
compared to $7,162,629 for the nine months ended September 25, 2004, an increase
of $277,574 or 3.8%. This increase is  predominantly  attributable to a $570,322
(12.3%)  increase in cafeteria  revenues  resulting from the addition of several
new locations,  specifically  four GVA Williams accounts and the addition of the
Bell South  Towers  Building in  Jacksonville,  FL. This  location is one of the
premiere  locations  in  the  downtown  Jacksonville  area.  This  increase  was
partially  offset by a decrease of $330,905 in our  management fee revenues from
$1,485,969  for the nine months ended  September 24, 2005 to $1,155,064  for the
nine months ended September 24, 2004. This decrease is principally the result of
management's decision to focus on the more profitable cafeteria  operations.  We
anticipate  that our  catering  revenue,  $777,983 as compared to $786,839  will
increase in the future as we expand this feature to our cafeteria  customers and
are able to invest in additional  catering  equipment.  We  anticipate  that our
revenues  will  continue to grow  through the  addition of  corporate  cafeteria
accounts.  As we continue to develop and expand our sales force we believe  that
our  revenues  will  continue to grow.  Although  there are no  assurances  that
additional  accounts  will go on-line,  we currently  have several new proposals
outstanding and anticipate these accounts will be on-line shortly.  We currently
maintain a 96%  retention  rate for our cafeteria  accounts,  which is among the
highest in the industry.

Gross Profit

     Gross  profit for the nine months  ended  September  24, 2005 was  $915,157
compared to a gross profit of $1,118,794 for the nine months ended September 25,
2004. As a percentage of sales, gross profit for the nine months ended September
24,  2005 was 12.3% as compared to 15.6% for nine  months  ended  September  25,
2004. The decrease in gross profit is primarily attributable to increases in our
salaries,  food  costs,  paper  goods and  vehicle  expenses.  Our  labor  costs
increased  approximately 6.6%, to $3,063,883 for the nine months ended September
24, 2005 from  $2,875,091 in for the nine months ended  September 25, 2004.  The
increase is  attributable  to the  addition of a District  Manager and  Training
Supervisor which will assist us in preparing for future  expansion.  Our cost of
food for the nine months ended  September 24, 2005 was $194,539  higher than the
nine  months  ended  September  25,  2004.  We  believe  that this  increase  is
substantially lower than general industry increases and that the implementation,
in late 2004, of our monthly  competitive bidding program enabled us to minimize
the impact of rising costs. Paper goods increased approximately $55,600 over the
corresponding period of the prior year. This increase represents general pricing
increases. We are currently investigating alternative suppliers in an attempt to
control future  increases.  Management  reviews operation reports for all of its
locations on a monthly basis to enable us to react to  unfavorable  results in a
timely manner.

Operating Expenses

                                       13
<PAGE>
     For the  nine  months  ended  September  24,  2005,  selling,  general  and
administrative expenses were $1,779,805 an increase of $429,097 or approximately
32% increase over the nine months ended September 25, 2004. The principal reason
for the increase is the  development of our internal  infrastructure  to develop
and support future expansion,  as well as our anticipated change to equity based
financing rather than debt.  During the nine months ended September 24, 2005, we
added a Director  of Sales to oversee  our  salesmen.  We also have added to our
corporate staff to enable us to become a more structured company. As a result of
these changes our selling and  administrative  payroll for the nine months ended
September  24, 2004  increased by  approximately  $232,000  over the nine months
ended  September 24, 2004.  In addition,  the raising of equity  financing,  our
legal and accounting  fees have increased by $52,000 over 2004 amounts.  We have
also  acquired  additional  equipment  for our new locations and as a result our
depreciation  and  amortization  for the nine months  ended  September  24, 2005
increased  by $87,000  over the nine months ended  September  25, 2004.  We also
improved all of our sales tools used in our proposals,  including a professional
grade DVD player. Our insurance expense increased by $21,000 for the nine months
ended September 24, 2005 due to the addition of business interruption insurance,
more vehicles and less deductible.  We also implemented  tighter review policies
whereby  expenses are reviewed by  management on a monthly basis to enable us to
react to adverse  results.  In connection  with these reviews we have identified
$82,000  of  accounts  receivable  that may be  uncollectible  for which we have
established  a reserve as of September  24, 2005. We believe that as a result of
our recent changes we are better prepared to meet our needs for the future.

Liquidity and Capital Resources

     As of September  24,  2004,  the Company had a working  capital  deficit of
$1,606,051.  We utilized  $1,248,550  in  operating  activities  during the nine
months ended  September 24, 2005,  which was  principally due to the net loss of
$(1,015,973).  We used also used $221,849 in cash for business  acquisitions and
to acquire  equipment  used in our business  during the period.  We met our cash
requirements during the year by borrowing debt in the amount of $1,449,316,  net
of  repayments  of $317,713.  We also  borrowed an  additional  $58,269 from our
stockholder.

     As of September 24, 2005, we have  approximately  $375,000  available to us
under our exiting credit line.

     While  the  Company  has  raised  funds to meet  its  working  capital  and
financing needs in the past,  additional  financing is required in order to meet
our current and projected cash flow deficits from  operations  and  development.
Although the Company is seeking  financing to support its working capital needs,
the Company has no  commitments  or  assurances  that it will be  successful  in
raising the funds required.

     The  Company  believes  that it will be  successful  in meeting the working
capital  needs  to fund  the  current  level of  operating  activities,  capital
expenditures and debt and other obligations through the next 12 months. However,
if during that period or thereafter, the Company is not successful in generating
sufficient  capital  resources,  on terms acceptable to the Company,  this could
have a material adverse effect on the Company's business,  results of operations
liquidity and financial condition.

     Typically  we are  required  to make  capital  improvements  to a  client's
facility at the start of a contract to secure an account.  Historically, we have
funded these  expenditures  from  cash-flow and  short-term  borrowings.  To the
extent we are unable to be  reimbursed  for a part of these  costs or enter into
long-term contracts or is unable to retain existing clients, we could experience
short-term  cash-flow  problems  or  be  required  to  seek  additional  outside
financing.  Additional  financing may not be available on favorable  terms or at
all.

                                       14
<PAGE>
     If in the future, if we are not capable of generating  sufficient  revenues
from  operations  and its  capital  resources  are  insufficient  to meet future
requirements,   we  may  have  to  raise  funds  to  continue  the  development,
commercialization, marketing and sale of our technologies.

     While its is anticipated by management that future  financing needs will be
provided by proceeds  received under our Standby Equity  Distribution  Agreement
with Cornell  Capital  Partners,  L.P. we cannot be certain that funding will be
available on acceptable terms, or at all. To the extent that we raise additional
funds by issuing equity securities,  its stockholders may experience significant
dilution.  Any debt financing,  if available,  may involve restrictive covenants
that  impact  our  ability to conduct  its  business.  If we are unable to raise
additional  capital  if  required  or  on  acceptable  terms,  it  may  have  to
significantly  delay,  scale back or  discontinue  its planned  acquisitions  or
business  development  plans or obtain  funds by  entering  into  agreements  on
unattractive terms.

COMPARISON  OF THE THREE  MONTHS  ENDED  SEPTEMBER  24, 2005 TO THE THREE MONTHS
ENDED SEPTEMBER 25, 2004

Results of Operations

Revenues

     For the three months ended  September 24, 2005 net sales were $2,479,110 as
compared to  $2,293,395  for the three  months  ended  September  25,  2004,  an
increase of  $185,715 or 8.1%.  This  increase  reflects  our efforts to closely
monitor our accounts; we eliminated several non-performing accounts in the later
portion of 2004,  which were replaced by higher  quality  accounts in 2005.  Our
cafeteria  revenues  increased  by $330,394  (22.4%) for the three  months ended
September  24, 2005 as compared to the three  months ended  September  25, 2005.
Although  during the same period,  our management  fees decreased by $157,858 to
$331,476  for the three months ended  September  24, 2005 from  $489,334 for the
three  months ended  September  25, 2004.  We believe our  concentration  on the
cafeteria  portion of our business will result in better  performances in future
periods.

Gross Profit

     Gross  profit for the three months  ended  September  24, 2005 was $243,647
compared to  $391,131  for the three  months  ended  September  25,  2004.  As a
percentage of sales,  gross profit for the three months ended September 24, 2005
was 9.8% as compared to 17.1% for the three months ended  September 25, 2004 for
a decrease of 7.3%. The principal reason for this decrease was due to a $192,074
(5.2%)  increase in food costs,  that were  $983,010  for the three months ended
September 24, 2004 as compared to $790,939 for the three months ended  September
25,  2004.  The  increase  was a result of  spiraling  food  costs  prior to the
implementation of our monthly competitive bidding program in late 2004, and to a
better selection of food products offered in our newer upper scale locations. In
addition to our food costs, we experienced  minor increases in our cost of paper
products  and  labor.  Due  to the  implementation  of  our  monthly  monitoring
procedures we believe that we can  effectively  monitor and control future costs
more effectively in the future.

Operating Expenses

     For the three months  ended  September  24, 2005 our  selling,  general and
administrative expenses were $620,531, an increase of $204,733, or approximately
49%  compared to $415,798 for the three months  ended  September  25, 2004.  The
predominant  reasons  for this  increase  result  from  increases  in  salaries,
depreciation and amortization, professional fees and rent. Salaries increased by
$116,024  due to the addition of several key  employees  including a Director of
Sales,  as well as additions  to our  corporate  staff  enabling us to be a more
structured  company.  Depreciation and amortization  increased by $78,132 due to
the acquisition of additional property and equipment for our new locations. As a
result of our  anticipated  change to an equity base to meet our financing  need
our legal and accounting fees increased $40,068 over 2004 amounts.  In addition,
our rent  expense  has  increased  by $23,494 due to our  assumption  of several
leases in September 2004 as well as additional payments on existing obligations.
We  anticipate  that  we  will  be able to  control  our  selling,  general  and
administrative costs in the future as we are currently nearing completion of our
internal program of developing a more sophisticated  infrastructure to enable us
to meet our future growth.

                                       15
<PAGE>
Off- Balance Sheet Arrangements

     The Company does not maintain  off-balance  sheet  arrangements nor does it
participate in non-exchange  traded  contracts  requiring fair value  accounting
treatment.

Inflation

     The effect of inflation on the Company's  revenue and operating results was
not significant. The Company's operations are located in North America and there
are no  seasonal  aspects  that would have a  material  effect on the  Company's
financial condition or results of operations.


Recent Accounting Pronouncements


     SFAS 123R.  On March 31,  2004 the  Financial  Accounting  Standards  Board
("FASB") issued its exposure draft, "Share-Based Payments",  which is a proposed
amendment to SFAS 123. The exposure draft would require all share-based payments
to employees,  including  grants of employee  stock options and purchases  under
employee stock purchase  plans,  to be recognized in the statement of operations
based on their fair value.  The FASB issued the final  standard in December 2004
that is effective for public companies for interim and annual periods  beginning
after December 15, 2005. The Company has not yet assessed the impact of adopting
this new standard.


     SFAS 151. In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151,  Inventory  Costs-- an amendment of ARB No. 43, Chapter 4. This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory  Pricing," to
clarify the accounting for abnormal amounts of idle facility  expense,  freight,
handling costs, and wasted material  (spoilage).  Paragraph 5 of ARB 43, Chapter
4, previously  stated that ". . . under some  circumstances,  items such as idle
facility expense,  excessive spoilage, double freight, and re-handling costs may
be so abnormal as to require  treatment as current period  charges.  . . ." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal years beginning after June 15, 2005. The Company does not anticipate that
the implementation of this standard will have a material impact on its financial
position, results of operations or cash flows.


     SFAS 152. In December  2004, the FASB issued SFAS No.152,  "Accounting  for
Real Estate  Time-Sharing  Transactions--an  amendment of FASB Statements No. 66
and 67" ("SFAS 152) The amendments  made by Statement 152 This Statement  amends
FASB  Statement No. 66,  Accounting  for Sales of Real Estate,  to reference the
financial  accounting  and  reporting  guidance  for  real  estate  time-sharing
transactions  that is  provided  in AICPA  Statement  of  Position  (SOP)  04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also amends
FASB Statement No. 67,  Accounting  for Costs and Initial  Rental  Operations of
Real Estate Projects,  to state that the guidance for (a) incidental  operations
and (b) costs  incurred  to sell  real  estate  projects  does not apply to real
estate time-sharing transactions.  The accounting for those operations and costs
is  subject  to the  guidance  in SOP 04-2.  This  Statement  is  effective  for
financial  statements  for fiscal  years  beginning  after June 15,  2005.  with
earlier  application  encouraged.  The  Company  does  not  anticipate  that the
implementation  of this  standard  will have a material  impact on its financial
position, results of operations or cash flows.


                                       16
<PAGE>
     SFAS 153.  On  December  16,  2004,  FASB  issued  Statement  of  Financial
Accounting  Standards No. 153, Exchanges of Non-monetary Assets, an amendment of
APB Opinion No. 29, Accounting for Non-monetary Transactions (" SFAS 153"). This
statement  amends APB Opinion 29 to eliminate  the  exception  for  non-monetary
exchanges of similar  productive assets and replaces it with a general exception
for  exchanges of  non-monetary  assets that do not have  commercial  substance.
Under SFAS 153, if a non-monetary  exchange of similar productive assets meets a
commercial-substance  criterion and fair value is determinable,  the transaction
must be  accounted  for at fair value  resulting in  recognition  of any gain or
loss. SFAS 153 is effective for non-monetary transactions in fiscal periods that
begin  after  June  15,  2005.  The  Company  does  not   anticipate   that  the
implementation  of this  standard  will have a material  impact on its financial
position, results of operations or cash flows.

     SFAS 154. Statement of Financial  Accounting  Standards No. 154, Accounting
Changes  and Error  Corrections,  a  replacement  of APB Opinion No. 20 and FASB
Statement  No. 3 (SFAS 154) was  issued in May 2005 and  becomes  effective  for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after December 15, 2005. The Company does not expect that SFAS 154 will have any
significant effect on future financial statements.

     In December  2004,  the  Accounting  Standards  Executive  Committee of the
American  Institute of Certified Public Accountants issued Statement of Position
04-2, Accounting for Real Estate Time-Sharing  Transactions (SOP 04-2). SOP 04-2
is effective for financial  statements  issued for fiscal years  beginning after
June 15, 2005, with earlier application encouraged.  The Company does not expect
that SOP 04-2 will have any effect on future financial statements.

     Management does not believe that there are any other recently  issued,  but
not yet effective accounting  pronouncements,  if adopted, would have a material
effect on the accompanying financial statements.

TRENDS, RISKS AND UNCERTAINTIES

     We have sought to identify what we believe to be the most significant risks
to our business,  but we cannot predict whether,  or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

     We provide the following cautionary discussion of risks,  uncertainties and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Potential Fluctuations in Annual Operating Results

     Our annual operating results may fluctuate significantly in the future as a
result  of a  variety  of  factors,  most of  which  are  outside  our  control,
including:  the  demand  for our  products  and  services;  seasonal  trends  in
purchasing,  the  amount  and timing of  capital  expenditures  and other  costs
relating to the hospitality sector;  price competition or pricing changes in the
market;  technical difficulties or system downtime;  general economic conditions
and economic conditions specific to the food and hospitality industry.

     Our annual results may also be significantly  impacted by the impact of the
accounting treatment of acquisitions,  financing  transactions or other matters.
Particularly  at our early stage of development,  such accounting  treatment can
have a material  impact on the results  for any  quarter.  Due to the  foregoing
factors,  among others,  it is likely that our operating  results may fall below
our expectations or those of investors in some future quarter.

Limitation of Liability and Indemnification of Officers and Directors

     Our officers  and  directors  are required to exercise  good faith and high
integrity in our  Management  affairs.  Our Articles of  Incorporation  provide,
however,  that  our  officers  and  directors  shall  have no  liability  to our
shareholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated the law,  approved an improper dividend or stock repurchase,
or derived an improper  benefit from the  transaction.  Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with these  activities  they act in good faith and in a manner  that
they  reasonably  believe to be in, or not  opposed  to, the best  interests  of
Surge,  and their conduct does not constitute  gross  negligence,  misconduct or
breach  of  fiduciary   obligations.   To  further   implement   the   permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

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<PAGE>
Continued Control of Current Officers and Directors

     The present officers and directors own approximately 90% of the outstanding
shares of Common  Stock,  and  therefore  are in a position  to elect all of our
Directors  and otherwise  control the Company,  including,  without  limitation,
authorizing  the sale of equity or debt  securities of The Certo Group Corp. the
appointment  of  officers,   and  the   determination  of  officers'   salaries.
Shareholders  have no  cumulative  voting  rights.  (See  Security  Ownership of
Certain Beneficial Owners and Management)

Management of Growth

     We may  experience  growth,  which will  place a strain on our  managerial,
operational and financial systems resources. To accommodate our current size and
manage growth if it occurs, we must devote management attention and resources to
improve our financial  strength and our operational  systems.  Further,  we will
need to expand,  train and manage our sales and  distribution  base. There is no
guarantee that we will be able to effectively manage our existing  operations or
the growth of our  operations,  or that our facilities,  systems,  procedures or
controls  will be adequate to support any future  growth.  Our ability to manage
our  operations  and any  future  growth  will  have a  material  effect  on our
stockholders.

Our  common  stock is  subject  to the  "Penny  Stock"  rules of the SEC and the
trading market in our  securities is limited,  which makes  transactions  in our
stock cumbersome and may reduce the value of an investment in our stock.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

     In order to approve a person's  account for  transactions  in penny stocks,
the broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and
     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

     Generally,   brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public  offerings  and in  secondary  trading and about the  commissions
payable to both the  broker-dealer  and the registered  representative,  current
quotations  for the  securities  and the rights  and  remedies  available  to an
investor  in  cases  of fraud in  penny  stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.


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<PAGE>
Item 3. Controls and Procedures:

     a) Evaluation of Disclosure  Controls and  Procedures.  As of September 30,
2005, the Company's management carried out an evaluation,  under the supervision
of the Company's Chief Executive Officer and the Chief Financial Officer, of the
effectiveness  of the design and operation of the Company's system of disclosure
controls  and  procedures  pursuant to the  Securities  and  Exchange Act , Rule
13a-15(d) and 15d-15(d) under the Exchange Act. Based upon that evaluation,  the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls  and  procedures  were  effective,  as of the date of their
evaluation,  for the purposes of recording,  processing,  summarizing and timely
reporting material  information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

     b) Changes in  internal  controls.  There were no changes in the  Company's
internal  controls over  financial  reporting,  that occurred  during the period
covered by this report that have materially  affected,  or are reasonably likely
to materially effect,  the Company's internal control over financial  reporting.
The Company has not yet performed, and is not yet required to have performed, an
assessment of internal controls over financial reporting, as required by Section
404 of the Sarbanes-Oxley Act of 2002.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings:

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:

None

Item 3. Defaults Upon Senior Securities:

None

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

     On October 31, 2005 a majority of stockholders  of the Company  ratified by
action taken in lieu of a meeting, an amendment to the Company's  Certificate of
Incorporation. Said amendment approved a change in the name of the Company and a
reverse  split  of the  issued  and  outstanding  common  stock  of the  Company
decreasing the numbers of common shares  outstanding  from 88,488,700  shares to
17,697,740 shares, $.001 par value.

Item 5. Other Information:

None

Item 6. Exhibits:

31.1  Certification  of Chief Executive and Chief Financial  Officer Pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

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


                                       19
<PAGE>

                              THE CERTO GROUP CORP.

                                   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 thereunto duly authorized.

                                    THE CERTO GROUP CORP.
                                    (Registrant)





Dated: November 21, 2005            /s/Dominic Certo
                                    --------------
                                    Dominic Certo, Chief Executive
                                    Officer and Chief Financial Officer




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