UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004. / / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM TO COMMISSION FILE NUMBER ACCUFACTS PRE-EMPLOYMENT SCREENING, INC. (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) DELAWARE 13-4056901 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 2180 STATE ROAD 434 WEST SUITE 4150, LONGWOOD, FLORIDA 32779 - ------------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (407) 682-5051 (ISSUER'S TELEPHONE NUMBER) Check whether the issuer: (1) 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___ The registrant had 6,721,913 shares of common stock, $0.01 par value, outstanding as of MAY 17, 2004. Transitional Small Business Disclosure Format (check one): Yes___ No_X_ ACCUFACTS PRE-EMPLOYMENT SCREENING, INC INDEX PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Condensed Balance Sheets as of March 31, 2004 (Unaudited) and December 31, 2003 (Audited) 1 Consolidated Condensed Income Statements (Unaudited)for the Three Months Ended March 31, 2004 and 2003 3 Consolidated Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2004 and 2003 4 Notes to Unaudited Consolidated Condensed Financial Statements 5 Item 2. Management's Discussion and Analysis or Plan of Operation 6 Item 3. Controls and Procedures 7 PART II OTHER INFORMATION Item 1. Legal Proceedings 8 Item 2. Change in Securities 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Submission of Matters to a Vote of Security Holders 8 Item 5. Other Information 8 Item 6. Exhibits and Reports on Form 8-K 8 Signatures 9 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ACCUFACTS PRE-EMPLOYMENT SCREENING, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS MARCH 31, DECEMBER 31, 2004 2003 (UNAUDITED) (AUDITED) CURRENT ASSETS: Cash $ 961,500 $ 798,067 Accounts receivable, net of allowance for doubtful accounts of $9,800 665,288 605,074 Employee advances 1,000 1,000 Prepaid expense 53,184 16,208 ---------- ---------- TOTAL CURRENT ASSETS 1,680,972 1,420,349 Property and equipment, net 136,177 144,780 Other assets: Security deposits 5,835 5,835 Loan fees, net 118 470 Goodwill 125,543 125,543 Deferred taxes -- 36,095 ---------- ---------- TOTAL OTHER ASSETS 131,496 167,943 ---------- ---------- TOTAL ASSETS $1,948,645 $1,733,072 ========== ========== See accompanying notes to consolidated condensed financial statements. Page 1 LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, DECEMBER 31, 2004 2003 (UNAUDITED) (AUDITED) Current liabilities: Line of credit $ -- $ 403 Current maturities of capital lease obligations 10,497 12,168 Accounts payable 228,117 154,310 Accrued expenses 93,597 54,577 Income taxes payable 17,661 916 Deferred taxes 189,157 188,093 ----------- ----------- TOTAL CURRENT LIABILITIES 539,029 410,467 Other liabilities: Capital lease obligations, less current maturities 1,346 3,270 ----------- ----------- TOTAL LIABILITIES 540,375 413,737 Commitments Stockholders' equity: Preferred stock -- -- Common stock 67,219 67,219 Additional paid-in-capital 1,326,953 1,326,953 Retained earnings (accumulated deficit) 14,098 (74,837) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 1,408,270 1,319,335 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,948,645 $ 1,733,072 =========== =========== See accompanying notes to consolidated condensed financial statements. Page 2 ACCUFACTS PRE-EMPLOYMENT SCREENING, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED INCOME STATEMENTS (UNAUDITED) THREE MONTHS ENDED ------------------------- MARCH 31, 2004 2003 ------------------------- Revenue $ 1,136,565 $ 930,835 Cost of services 786,294 664,178 ----------- ----------- Gross profit 350,271 266,657 ----------- ----------- Operating expenses: General & administrative 206,862 222,020 ----------- ----------- Operating income 143,409 44,637 Other income (expense): Other income (expense) (170) 1,483 Amortization expense (353) (475) Interest expense, net (46) (762) ----------- ----------- (569) 246 ----------- ----------- Income before income taxes 142,840 44,883 Income tax expense 53,905 16,900 ----------- ----------- Net income $ 88,935 $ 27,983 =========== =========== Weighted average number of common shares outstanding, basic and diluted 6,721,913 6,721,913 =========== =========== Net income per share, basic and diluted $ 0.01 $ 0.00 =========== =========== See accompanying notes to consolidated condensed financial statements. Page 3 ACCUFACTS PRE-EMPLOYMENT SCREENING, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED ------------------------------ MARCH 31, MARCH 31, 2004 2003 ------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 88,935 $ 27,983 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 22,554 51,505 Provision for deferred income taxes 37,159 14,700 Changes in current assets and liabilities 32,733 ( 35,532) --------- --------- Total adjustments 92,446 30,673 --------- --------- Net cash provided by operating activities 181,381 58,656 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 13,599) ( 15,214) --------- --------- Net cash used in investing activities ( 13,599) ( 15,214) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments on capital lease obligations ( 3,595) ( 3,072) Net repayments on lines of credit ( 754) ( 69,677) --------- --------- Net cash used in financing activities ( 4,349) ( 72,749) --------- --------- Net increase (decrease) 163,433 ( 29,307) Cash - beginning of period 798,067 360,649 --------- --------- Cash - end of period $ 961,500 $ 331,342 ========= ========= Supplemental disclosures: Interest paid $ 46 $ 762 ========= ========= Income taxes paid $ -- $ 25,582 ========= ========= Non-cash financing activities: Issuance of common stock from other current liabilities $ -- $ 8,077 ========= ========= Issuance of common stock through paid-in capital $ -- $ 273 ========= ========= See accompanying notes to consolidated condensed financial statements. Page 4 ACCUFACTS PRE-EMPLOYMENT SCREENING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. BASIS FOR PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and footnotes required by generally accepted accounting principles for complete statements. Management believes that all adjustments, specifically normal recurring adjustments, necessary for a fair presentation of such financial statements have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements included herein should be read in conjunction with the financial statements included in the Company's Form 10-KSB for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission on March 30, 2004. 2. RECENT FINANCIAL ACCOUNTING STANDARDS In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, Consolidation of Variable Interest Entities ("Interpretation No. 46"). In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. Interpretation No. 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. The Company does not expect that Interpretation No. 46 will have a material effect on the Company's results of operations or financial condition as the Company does not currently utilize or have interests in any variable interest entities. In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, except for mandatorily redeemable financial instruments. Mandatorily redeemable financial instruments are subject to the provisions of SFAS No. 150 beginning as of January 1, 2004. The Company adopted SFAS No. 150 on June 1, 2003. The adoption of SFAS No. 150 did not have a material effect on the Company's results of operations or financial condition. In December 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 104 ("SAB No. 104"), Revenue Recognition. SAB No. 104 revises or rescinds portions of the interpretive guidance included in Topic 13 of the codification of staff accounting bulletins in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The Company periodically evaluates its revenue recognition policies in relation to staff accounting bulletins and other generally accepted accounting principles and SEC guidance. The Company believes its revenue recognition policies are in compliance with the provisions of SAB No. 104. Page 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. The following discussion should be read in conjunction with, and is qualified in its entirety by, the unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-QSB. This report contains forward-looking statements. The term, "forward-looking statements," is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Report as well as our other filings with the Securities and Exchange Commission, press releases and oral statements, words or phrases such as "believes", "anticipates", "expects", "intends", "will likely result in", "estimates", "projects" or similar expressions are intended to denote forward-looking statements. The possible results that may be suggested by forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Some of the factors which might cause such differences include, without limitation, risks associated with expansion of marketing efforts; limited sales and marketing experiences; heightened competition; general economic and business conditions; our ability or inability to implement our business strategy and/or maintain our cost efficiency; dependence on proprietary technology, including, without limitation, the adequacy of trade secret protection; continued availability of key personnel; retention of key personnel and recruitment of additional qualified skilled personnel. Accufacts was incorporated in 1996 for the purpose of providing pre-employment/background information on candidate hires for our clients. On August 31, 1998, Accufacts consummated a merger with a public shell, Southern Cargo Company ("Southern"), a Florida corporation. Southern, concurrent with this merger, changed its name to Accufacts Pre-Employment Screening Inc.("APES") and re-incorporated in the State of Delaware. Under the terms of the merger all of the outstanding shares of Accufacts were acquired by Southern in exchange for 3,750,000 shares of Southern's $.01 par value common stock. This transaction was accounted for as a reverse acquisition whereby, for accounting purposes, Accufacts was the acquirer. On October 13, 1999, Accufacts acquired all of the net assets of Maglio, Inc. ("Maglio"), a Florida corporation, by merging Maglio with and into Maglio-Accufacts Pre-Employment Screening, Inc., a wholly-owned subsidiary established by Accufacts. The acquisition was accounted for using the purchase method of accounting and was completed by issuing 177,471 shares of APES common stock consisting of 174,971 shares of common stock in consideration for the acquisition and 2,500 shares of common stock in consideration for a stockholder of Maglio entering into a non-compete agreement. The excess of the purchase price over the fair value of the net assets acquired was $141,125. At the adoption of SFAS 142, the unamortized balance of net assets acquired was $125,543. The fair value of the non-competition agreement was $5,313 and was amortized using the straight-line method over the term of the agreement. In general, Accufacts' business provides a variety of background reports regarding client employee candidates. These may include such items as: criminal background checks, social security number verifications, employment verifications, professional license verifications, education verifications, credit reports, driving records, and other related reports. We believe that obtaining such background checks is a proven, prudent part of a client's hiring process. Falsification of employment application data is not uncommon, and courts have in certain circumstances held employers liable for harm caused by employees, especially when there is a pattern of behavior. Furthermore, statistics indicate that pre-employment screenings lead to increased employee integrity and decreased turnover, which improves client business performance. The market for background checks/pre-employment screenings is highly competitive. Most competitors are small local firms, but a few large national companies exist in the market. Accufacts competes on both levels. Overall, we have successfully developed proprietary software tools incorporating the latest technologies. This enables our clients to submit orders and track the status of the research at any time. We customize reports upon request. We also have an automated client service program that is available on-line, 24 hours a day, every day. We believe this ensures the fastest response and best client support available. Page 6 CRITICAL ACCOUNTING POLICIES Accufacts' significant accounting policies, including the assumptions and judgments underlying them, are more fully described in the footnotes to our financial statements at December 31, 2003. Some of Accufacts' accounting policies require the application of significant judgment by management in the preparation of the financial statements, and as a result, they are subject to a greater degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in calculating estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Accufacts has identified certain of its accounting policies as the ones that are most important to the portrayal of Accufacts' financial condition and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Accufacts' critical accounting policies include the following: REVENUE RECOGNITION Revenue is recognized at the time of performance of service. ACCOUNTING FOR INTANGIBLE AND LONG-LIVED ASSETS In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets, "Accufacts conducts annual impairment tests of goodwill and indefinite-lived intangible assets recorded on its books in order to determine if any impairment of value may have taken place. Impairment tests will be conducted sooner if circumstances indicate that impairment may have occurred. At its annual evaluation of its goodwill and indefinite-lived intangible assets, Accufacts determined that such assets were not impaired. Intangible assets with finite useful lives, which primarily consist of customer lists and non-competition covenants, continue to be amortized on a straight-line basis. Customer lists are amortized over five years. Non-competition covenants are amortized over the lives of the respective agreements, generally three years. In accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," Accufacts tests its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The value of a long-lived asset is impaired if the carrying value of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss will be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. 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. RESULTS OF OPERATIONS Revenues for the three months ended March 31, 2004 were $1,136,565, up $205,730, or 22.1%, over revenues for the three months ended March 31, 2003, which were $930,835. This increase was mostly due to an increase in court fees associated with obtaining background information. The increase was passed on to our customers through increased price levels consistent with other companies in the industry. Cost of services for the three months ended March 31, 2004 were $786,294, up $122,116, or 18.4%, over cost of services for the three months ended March 31, 2003, which were $664,178. As mentioned above, this increase was directly attributable to the increase in court fees associated with providing services. General and administrative expenses for the three months ended March 31, 2004 were $206,862, down $15,158, or 6.8%, from the three months ended March 31, 2003, which were $222,020. This decrease was generally due to continuing efficiencies realized in the administrative and financial areas of the Company. Operating income for the quarter ended March 31, 2004 was $143,409, an increase of $98,772 from operating income for the three months ended March 31, 2003, which was $44,637. Income before income taxes for the period was $142,840, compared to $44,883 for the period ended March 31, 2003. The Company intends to increase its business through the use of operating profits and borrowings. The Company believes that its anticipated cash flow from operations as well as availability of funds from existing bank facilities will provide the liquidity to meet current foreseeable cash needs for the next 12 months. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2004, Accufacts had total assets of $1,948,645, compared with $1,733,072 at December 31, 2003, representing an increase in assets of $215,573, or 12.4%. The majority of this increase relates to an increase in cash balances of approximately $163,433, which is associated with the higher operating income levels due to the continuing efficiencies realized in the administrative and financial areas of the Company. For the same periods, the Company had total liabilities of $540,375 at March 31, 2004 compared to $413,737 at December 31, 2003, reflecting an increase of $126,638, or 30.6%. The increase in total liabilities is mostly due to an increase of approximately $73,800 in accounts payable balances. As mentioned above, this increase was also attributable to the increase in court fees associated with providing services. Page 6 The Company has a $25,000 business checking/overdraft line of credit. As of March 31, 2004, there was $0 outstanding on this line of credit. It bears interest at the prime rate plus 6.0% and is collateralized by the assets of the Company. Effective August 12, 2003, the Company obtained an additional $400,000 line of credit with a bank. The line of credit matures August 1, 2004 and can be renewed annually subject to certain conditions and covenants. The line of credit bears interest at prime plus 1.0%. Interest is payable monthly. The line of credit is collateralized by substantially all of the assets of the Company and is personally guaranteed by the majority stockholder and president of the Company. As of March 31, 2004, there was $0 outstanding on this line of credit. Management is continuing to refine operations with a focus toward increasing revenues through aggressive marketing initiatives and generating a continuous stream of positive earnings. We believe that the Company is poised to leverage competitive advantages and generate continued profitable growth. ITEM 3. Controls and Procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the executive officers of the Company concluded that the Company's disclosure controls and procedures were adequate. There have not been any significant changes in the Company's internal controls or other factors that could affect these controls subsequent to the date of evaluation. Page 7 PART II OTHER INFORMATION Item 1. Legal Proceedings. Not applicable. Item 2. Changes in Securities and Use or Proceeds Not applicable. Item 3. Defaults Upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable. Item 5. Other Information. Not applicable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits NUMBER DESCRIPTION OF EXHIBIT 2.1 Plan and Agreement of Merger of Maglio, Inc. and Maglio-Accufacts Pre-Employment Screening, Inc., dated October 11, 1999, by and among Accufacts Pre-Employment Screening, Inc., Maglio-Accufacts Pre-Employment Screening, Inc., and Maglio, Inc. (1) 2.2 Supplemental Agreement, dated as of October 11, 1999, by and among Accufacts Pre-Employment Screenings, Inc., Maglio, Inc., Maglio-Accufacts Pre-Employment Screening, Inc., and Richard J. Maglio. (1) 2.3 Agreement and Plan of Merger dated as of November 20, 2002 by and between Accufacts Pre-Employment Screening, Kroll Background America, Inc., and Accufacts Acquisition Corp. (8) 2.4 Extension of Agreement and Plan of Merger dated as of February 27, 2003 by and Between Accufacts Pre-Employment Screening, Kroll Background America, Inc., and Accufacts Acquisition Corp. (8) 2.5 Termination of Agreement and Plan of Merger dated as of April 16, 2003 by and between Accufacts Pre-Employment Screening, Kroll Background America, Inc., and Accufacts Acquisition Corp. (9) 3.1 Articles of Incorporation of Accufacts Pre-Employment Screening, Inc. and Certificate of Merger (2) 3.2 By-laws of Accufacts Pre-Employment Screening, Inc. (2) 3.3 Certificate of Incorporation of Maglio-Accufacts Pre-Employment Screening, Inc. (4) 3.4 By-laws of Maglio-Accufacts Pre-Employment Screening, Inc. (4) 3.5 Amendment to By-laws of Accufacts Pre-Employment Screening, Inc. (7) 4.1 Specimen of Common Stock Certificate of Accufacts Pre-Employment Screening, Inc. (2) 4.2 Asset Purchase Agreement dated August 26, 1998 between Southern Cargo, Inc. and Accufacts Pre-Employment Screening, Inc. (2) 4.3 Shareholder Rights and Registration Rights Agreement, dated as of October 11, 1999, by and between Accufacts Pre-Employment Screening, Inc. and Richard J. Maglio (1) 10.1 Employment Agreement, dated September 1, 1998, between the Registrant and Philip Luizzo (2) 10.2 Amendment, dated October 5, 1999, to the Employment Agreement, dated September 1, 1998, between the Registrant and Philip Luizzo (3) 10.3 Employment Agreement, dated September 1, 1998, between the Registrant and John Svedese (2) 10.4 Employment Agreement, dated October 11, 1999, by and among the Registrant, Maglio- Accufacts Pre-Employment Screening, Inc., and Richard J. Maglio (4) 10.5 Lease Agreement, dated April 1, 1997, between the Registrant and 6 Greene Street Associates, LLC, as amended (4) 10.6 Lease Agreement, dated August 28, 1998, between Maglio, Inc. and CB Sanlando Center, Inc. (4) 16.1 Letter on Change in Certifying Accountant (5) 16.2 Letter on Change in Certifying Accountant (6) 21.1 List of Subsidiaries (4) 31.1 Certification of Executive Chairman, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 Page 8 - ---------------------------------- (1) Filed as an exhibit to the Registrant's Current Report on Form 8-K, dated October 13, 1999, filed with the Securities and Exchange Commission on October 28, 1999, and is incorporated by reference herein. (2) Filed as an exhibit to the Registrant's Form 10-SB filed with the Securities and Exchange Commission on May 7, 1999 and is incorporated by reference herein. (3) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1999 filed with the Securities and Exchange Commission on November 15, 1999 and is incorporated by reference herein. (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1999 and is incorporated by reference herein. (5) Filed as an exhibit to the Registrant's Current Report on Form 8-K dated December 8, 2000, filed with the Securities and Exchange Commission on December 13, 2000 and is incorporated by reference herein. (6) Filed as an exhibit to the Registrant's Current Report on Form 8-K/A dated December 8, 2000 filed with the Securities and Exchange Commission on December 18, 2000 and is incorporated by reference herein. (7) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB filed with the Security and Exchange Commission on May 21, 2001. (8) Filed as an exhibit to the Registrant's Current Report on Form 8-K dated February 28, 2003, filed with the Securities and Exchange Commission on March 4, 2003 and is incorporated by reference herein. (9) Filed as an exhibit to the Registrant's Current Report on Form 8-K dated April 16, 2003, filed with the Securities and Exchange Commission on April 22, 2003 and is incorporated by reference herein. (b) Reports on Form 8-K None. Signature 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. Accufacts Pre-Employment Screening, Inc. By: /s/ PHILIP LUIZZO --------------------- Philip Luizzo, Chairman, Chief Executive Officer, and President Date: May 17, 2004 Page 9