SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


                                  AMENDMENT #1



                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the fiscal year ended:  December 31, 2003

Commission File number:  000-30145

                         GLOBAL ASSETS & SERVICES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

Florida                                        59-3723328
--------                                       ----------
State or Other Jurisdiction                    (I.R.S. Employer Identification
of incorporation or organization)              Number)

            13575 58th Street North, Suite 122, Clearwater, FL 33760
          ------------------------------------------------------------
               (Address of principal Executive Offices Zip Code)

Registrant's telephone number, including area code: (727) 538-1434

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

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


         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 ( )


Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [X]


State issuer's revenues for its most recent fiscal year. $0



<PAGE>



 Small Business Disclosure Format:

                           __X____ Yes       _______ No

     As of December 31, 2003, 31,497,767 shares of common stock and no shares of
preferred stock were  outstanding.  The aggregate market value of the 11,025,701
shares of Stock held by  non-affiliates  of Registrant was $551,285 based upon a
bid price of $.05 on December 31, 2003.

     Documents  incorporated  by  reference:   (1)  The  Company's  Registration
Statement on Form S-18 (33-41063-A).


<PAGE>
   TABLE OF CONTENTS

PART I                                                                     PAGE

     Item 1.   Description of Business                                         1
     Item 2.   Description of Property                                        11
     Item 3.   Legal Proceedings                                              11
     Item 4.   Submission of Matters to a Vote of Security Holders            11


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters       11
     Item 6.   Management's Discussion and Analysis or Plan of Operation      12
     Item 7.   Financial Statements                                           15
     Item 8.   Changes in and Disagreements With Accountants on Accounting    15
               and Financial Disclosure
     Item 8A.  Controls and Procedures                                        15

PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              16
     Item 10.  Executive Compensation                                         17
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 19
     Item 12.  Certain Relationships and Related Transactions                 21
     Item 13.  Exhibits and Reports on Form 8-K                               22
     Item 14.  Principal Accountant Fees & Services                           24

SIGNATURES                                                                    25

<PAGE>


                                     Part I

Item 1. Description of Business

General Description of Company
------------------------------
History
--------
Art Music & Entertainment, Inc., ("the Company" or "AM&E") a Florida corporation
was organized in May 25, 1988 as Cornerstone Capital, Inc. and the name was
changed on September 22, 1990 to Chatham International, Inc. It completed an
initial public offering which commenced on November 14, 1991, comprised of
16,268 shares of Common Stock and One Zero Coupon U.S. Treasury-Backed
Obligation ("USTBO") with a maturity value of $1,000 at a price of $1,000. The
Registrant offered a maximum of 3,000 units and a minimum of 75 units on a best
efforts basis. The underwriter for the offering was Boe and Company formerly
known as SBV Securities, Inc. A total of 98 units was sold and net proceeds were
$67,770. The Company closed its offering May 14, 1992.

The Company intended upon completion of the public offering, to commence
operations as an export management company and provide a range of business
services and assistance to manufacturers desiring to do business in foreign
markets. The Company was unsuccessful in its efforts. The Company is presently
in the developmental stage.

In April 1996, Art Music and  Entertainment  merged with Chatham  International,
Inc. The Company changed its name to Art Music and Entertainment,  Inc. on April
5, 1996.

The Company utilized most of 1996 to further develop its business plan and
acquire the following companies, and develop business plans of each. All
subsidiaries were acquired under a stock exchange agreement which utilized a
$10.00 per share value for its stock.

         a.  International Jazz Hall of Fame Production Company, Inc. - 3/1/96
         b.  Marin Movies, Inc. - 3/5/96
         c.  Classical Music Collection, Inc. - 3/5/96
         d.  Octopus Entertainment, Inc. - 3/5/96
         e.  Spellbinder Productions, Inc. - 3/5/96

On March 5, 1996, the Old AME entered into an Agreement and Plan of
Reorganization with the International Art Group, Inc., ("Art Group") under the
terms of which the Old AME acquired all of the outstanding capital stock of Art
Group in exchange for 486,754 shares of Class H Convertible Preferred Stock of
the Old AME. Art Group is not conducting operations and is reportedly the owner
of an exclusive license from the government of the United States to publish and
distribute the only official artwork to commemorate the Quincentennial (500th
anniversary) of the discovery of America. In December 1996, the Company and the
former shareholder of International Art Group, Inc., rescinded and canceled the
merger, and 486,754 shares of the Company's Class H Preferred Stock issued to
effect the merger were returned to the Company. Revenues of $140,400 from sales
of certain of the artwork during 1996 remain with the Company.

                                       1


<PAGE>



Old AME executed an Agreement and Plan of Reorganization on March 1, 1996 with
the International Jazz Hall of Fame Production Co. Inc. ("Jazz"). The terms of
the agreement provided for the Old AME to acquire all of the outstanding common
shares of Jazz in exchange for 44,666.68 common shares and 22,807 Class I Voting
Convertible Preferred Shares of the Old AME. Jazz was conducting operations and
is the owner of lithographs of certain jazz artists. During 1996, the Company
realized $184,748 from sales of the jazz lithographs, and $29,247 from its
production of a Jazz Hall of Fame induction ceremony. In January 1997, the
Company and the Class I Convertible Preferred Shareholders agreed to exchange
such convertible preferred stock for 230,000 shares of the restricted common
shares of the Company, which shares were issued in October 1997.

On March 5, 1996, the Old AME signed an Agreement and Plan of Reorganization
with Marin Movies, Inc. ("Marin"). The provisions of the agreement provide for
Old AME to acquire all of the outstanding common stock of Marin in exchange for
2,800 shares of Class G Convertible Preferred Stock of the Old AME. Marin is not
conducting operations and is the owner of master videos of 300 public domain
movies. In January 1997, the Company and the Class G Convertible Preferred
Shareholders agreed to exchange such convertible preferred stock for 28,000
shares of the restricted common shares of the Company, which shares were issued
in October 1997.

An Agreement and Plan of Reorganization with Classical Music Collection, Inc.
("Classical") was executed by the Old AME on March 5, 1996. Under the terms of
the agreement the Old AME acquired all of the outstanding common stock of
Classical in exchange for 11,333.34 of the Old AME's common shares and 1,760 of
the Old AME's Class F Voting convertible Preferred shares. Classical is not
conducting operations and is the owner of certain master music recordings. In
January 1997, the Company and the Class F Convertible Preferred Shareholders
agreed to exchange such convertible preferred stock for 7,967 shares of the
restricted common shares of the Company, which shares were issued in October
1997.

All of the outstanding common stock of Octopus Entertainment, Inc., ("Octopus")
was acquired by the Old AME on March 5, 1996 under an Agreement and Plan of
Reorganization of same date. The outstanding common stock of Octopus was
acquired for 1,000 Class E Voting Convertible Preferred Stock of the Old AME.
Octopus is not conducting operations and its sole assets are the ownership of
two trade names and certain "big-band" sheet music. In January 1997, the Company
and the Class E Convertible Preferred Shareholders agreed to exchange such
convertible preferred stock for 10,000 shares of the restricted common shares of
the Company, which shares were issued in October 1997. The transaction was
cancelled and rescinded in 1998.

Also on March 5, 1996, the Old AME executed an Agreement and Plan of
Reorganization with Spellbinder Productions, Inc. ("Spellbinder"), under which
the Old AME acquired all of the outstanding common stock of Spellbinder in
exchange for 9,533.34 common shares and 100,600 Class C Voting Convertible
Preferred shares of the Old AME. Spellbinder is not conducting operations, and

                                       2

<PAGE>

its sole asset is the music and related hardware for a music and illusionary
show copyrighted in 1990. In January 1997, the Company and the Class C
Convertible Preferred Shareholders agreed to exchange such preferred stock for
100,000 shares of the restricted common shares of the Company, which shares were
issued in October 1997. This subsidiary acquisition was rescinded in 1998 after
no activity or capital was produced.

The Company renegotiated in January 1997 with the former owners of the various
assets acquired by the respective classes of convertible preferred stock,
culminating  in October  1997 with the  exchange of all of the classes of issued
preferred stock for restricted  common shares of the Company.  The number of the
restricted  common  shares  issued  for each  class of  preferred  shares  is as
follows:

         Retired Class G Preferred for 28,000 shares of common
         Retired Class I Preferred for 230,000 shares of common
         Retired Class F Preferred for 7,967 shares of common
         Retired Class E Preferred for 10,000 shares of common
         Retired Class C Preferred for 100,000 shares of common
         Retired Class A Preferred for 380,000 shares of common


The Parent Company, AM&E had an affiliation with American Independent Network,
Inc. for television program broadcast time through the utilization of 30 second
commercial spots on the American Independent Network ("AIN"). Due to numerous
difficulties no advertising air time was ever used and the contract was
cancelled. The Company had planned on utilizing a portion of this air time to
sell its own products from its subsidiaries.

By the summer of 1997 AIN planned to be broadcasting its programming on
approximately 200 stations to close to 40 million households. AM&E intended to
create revenue by selling its commercial spots and its time slots for
programming. It did not achieve this goal, and ceased its operations in this
area in 1998.

The  Company  is a  successor  registrant  pursuant  to  Section  12(g) 3 of the
Securities  Exchange Act of 1934, by virtue of a statutory merger of the Parent,
Global  Assets &  Services,  Inc. a Florida  corporation,  and its wholly  owned
subsidiary,  S.D.E. Holdings 3 Inc., a Nevada corporation,  with Global Assets &
Services,  Inc.  being the  survivor.  There was no  change  to the  issued  and
outstanding  shares of Global  Assets & Services,  Inc. and all shares of S.D.E.
Holdings 3 Inc.  were  retired by virtue of the merger.

On December 20, 2001, Global Assets & Services,  Inc. completed a Share Purchase
Agreement with  shareholders of S.D.E.  Holdings 3 Inc. in which Global Assets &
Services,  Inc., a Florida corporation,  acquired all 500,000 shares outstanding
of the Registrant for the purposes of accomplishing a Merger of S.D.E.  Holdings
3 Inc. and Global Assets & Services,  Inc. The Merger was subsequently completed
on December 20, 2001.

                                       3
<PAGE>


Current Business
----------------

Global Assets & Services, Inc. (the "Company"),  in December 21, 2001 executed a
letter  of  intent  to enter  into a  Software  License  Agreement  with  M-Cube
Corporation.  Focus systems,  Inc.,  publicly listed in the Tokyo OTC Market, is
the parent company of M-Cube Corporation, owning 50% of M-Cube Corporation. This
License was to market a new chaos theory  encryption  software  package suitable
for internet  communications and data security.  A definitive Agreement for this
Software License was executed.

On May 16, 2002 Global Assets & Services  executed a Software License  Agreement
with M-Cube  Corporation  of Japan,  a subsidiary of Focus Systems  Corporation.
Focus  Systems is a publicly  listed  company on the Tokyo  JASDAQ  Market  with
symbol  code  4662.  The  licensing  agreement  applies  to a new  chaos  theory
encryption  software  package  suitable for data security and  wireless/internet
communications.

The Focus Systems  encryption  package,  "C4S.  C4K" was developed by a majority
owned subsidiary of Focus, C4 Technology,  Inc. based on chaos theory. Focus has
been heavily  involved in the  development  of software for  telecommunications.
This led to  involvement  in  information  security  issues and  development  of
encryption systems over the past few years. Separately its subsidiary was active
in the  provision  of internet  video,  Digital TV Net,  and began  developing a
suitable encryption package for its own purposes.

While Focus was studying various approaches to information security, it appeared
that the  subsidiary  had  developed  a very  stable,  fast  and  multi-platform
compatible package that is now known as C4S.C4K.  Li Jingye,  originally working
at the China  Academy of  Sciences  computer  Laboratory  and then  working as a
visiting  research  worker at Riken in Tokyo,  moved to C4 Technology,  Inc. and

Focus  Systems  Corporation  has been  heavily  involved in the  development  of
software for the telecommunications  field. This involvement has led to research
into  information  security  issues  along with the  development  of  encryption
systems. While Focus was examining several approaches to information security it
developed a very secure, fast and multi-platform  compatible package that is now
known as C4S and C4K. C4S and C4K utilize  technology based on a chaotic signal,
a key of variable length,  and two-stage  encryption  while  maintaining a super
fast encryption speed of up to 344.44 Mbps. C4S C4K utilize JAVA  compatibility,
which enables it to allow  multiple-platforms.  The domestic patent in Japan was
granted in February 2001. The open system  approach and high speed  translate to
wide application in broadband networks.

                                       4
<PAGE>

developed the chaos theory encryption package with a shared C4S key and a public
C4K key. The domestic patent in Japan was granted in February 2001.  Despite the
security  of using a chaotic  signal,  a key of  variable  length  and two stage
encryption  it is possible to encrypt at a speed of up to 228Mbps  which is very
fast the industry.

JAVA compatibility means that there is multi-platform capability and this open
system approach and high speed mean wide application in broad band networks.

C4S.C4K is suitable for the very low weight  designs  typical of mobile  phones.
While chaos  encryption is inherently fast and secure,  it does require floating
point arithmetic and this barred it from mobile applications until Focus devised
a miniature  chaotic  signal  emulator.  It is the only chaos theory  encryption
package applicable to mobile phones."

Focus relies on a combination of patent, trade secret, copyright and trademark
laws, software licenses, nondisclosure agreement and technical measures to
protect proprietary technology.

Global  Assets  and  Services,  Inc.  intends to seek  North  American  Industry
Partners to market the  software.  No licenses for software had been  negotiated
through March 31, 2004.

Epond Technologies

On August 25, 2003, Global Assets & Services entered into a License Agreement
with Koki Nagashima and Epond Inc., whereby Global Assets & Services will issue
750,000 shares of restricted stock to Koki Nagashima and Koki Nagashima will
received 57.1% of the license fees of the licensed patent in exchange for
exclusive rights for the licened patent and its pertained rights to produce and
sell product using the invention in all known nations and territories of the
world.  The Technology licensed is described as follows:

THE TECHNOLOGY
The technology is a next-generation information distribution system, which uses
a PCMCIA card as its core component. This invention, by making use of a PCMCIA
card equipped with authentication codes within the agent's client PC and the
distribution server, primarily addresses the need to prevent the distribution of
illegal copies and violations of copyright laws. In addition to serving to help
resolve some of the gravest issues that must be overcome in industries in which
there is a steady increase of distribution techniques, this system may contrib-
ute to future development for both hardware and software makers. Furthermore, as
a next-generation distribution system, this system establishes a new technique
for the distribution method for clear moving images and sound data via broad-
band. It incorporates a unique system in which in the event that the distribu-
tion data does not reach its target due to interruption, only the striping can
be retransmitted. This system also allows for averaging of the server-processing
load.


                                       5
<PAGE>

BACKGROUND
Using a LAN distribution server, based on the fundamental concept of an
information system where it is possible to use low, mid, and high-speed
communication such as the Internet, there are already a number of streaming
distribution servers and client PC viewers (viewing software) compatible with
this streaming technology on the market. Such distribution software is based on
a high-speed LAN or broadband internet communication, however; it is still the
case that a communication speed of only several Kbps is generated, leading for
example, to the unresolved issue of servers that cannot transmit moving images
via ISDN and are only capable of transmitting sound.

For the configuration of distribution servers and client PC's on the market,
this new system provides exclusive PCMCIA cards for each contracting user to the
part where the client's PC agents are introduced to the distribution server.
This technology therefore enables only those PC's equipped with the requisite
card to access and read system information.

SUMMARY OF TECHNOLOGY DESIGN
Client PC agents connect to the distribution servers via LANs and receive
streaming data in an environment where no communication speed bottlenecks are
created. In other words, the distribution server sends a transmission to client
PCs via LAN and communication between the client PCs agent and the distribution
server agent is not influenced by existing systems. This makes it possible to
preload data without time constraints, and to reduce data volume by compressing
distribution data or to reduce color precision. In this way, the data received
in the distribution server agent of a client PC responds to the requests of the
client PC viewer and in the place of a distribution server the distribution
server agent of that PC conducts high-speed memory transfer.

With this basic configuration, the basis for this invention is a PCMCIA card
equipped with authentication codes in the part of the distribution server and
the agent's client PCs. By equipping a client PC agent with an individually
encrypted authentication code in each PCMCIA card, it is possible for
contracting users to safely and securely be authenticated when they connect to
the distribution server. Furthermore, at the time of receiving data, client PC
agents are able to store temporary memory files and stored files with the unique
authentication code of this encrypted PCMCIA card. As such, data stored by
making use of the PCMCIA card can only be accessed by using that same PCMCIA
card. This makes it possible to prevent data retrieved by any contracting user
to be redistributed to a non-contracting user, or any other form of unauthorized
copies to be made of such data. Although similar methods exist that make use of
lower-priced storage media than the PCMCIA card, they are easily mass-produced
and pose a significant problem in respect to piracy. This invention makes use of
a system employing a PCMCIA card and eliminates any concern over such matters
because PCMCIA cards are not easily reproduced.

In addition, with this system, it is possible to use notebook PCs and other
portable devices, making it an extremely effective system both for users and
makers of hardware and software.

This card will allow an improvement over existing distribution models with the
key features being:


                                       6
<PAGE>

Content data stored in client PC agents are processed for distribution as
follows:

1)       Data is compressed in order to reduce the volume of distributed data.
2)       Even when compressed, moving images require an extremely high amount of
         total data. Prior to being transmitted, such a large volume of data is
         stripped. As a result, in the event of a communication interruption,
         all that needs to be retransmitted is the interrupted striping that did
         not arrive at its distribution.

3)       Data is processed to make it possible to be distributed, even if the
         precision level of moving images and sound is reduced. As a result,
         data size can be reduced to between 1/3 and 2/3.

Communication protocols usually can only be inefficiently communicated through
http protocols communicated between ordinary web servers and browsers, resulting
in a significant server load. As such, protocols unique between client PC agents
and distribution server agents are used.

1)       As long as there are no interruptions to transmission, a datagram
         distribution is used in order to allow for unilateral transmission.
2)       In order to reduce server load when a large number of clients are being
         simultaneously serviced, a state-full protocol is used.
3)       FTP is also used in cases where for security reasons special protocols
         are prohibited on the client side.

Content data size is compressed and after being distributed to the client's
distribution server agent making use of the high-speed protocols of this system,
the compressed data of 1) mentioned above is extracted and stored in temporary
files. The operating principles of this system are that prior to beginning to
display moving images on a client PC, the distribution server agent receives
streaming data from the client PC agent of the server side.

Other unique characteristics of the system are that by placing a distribution
server agent within the client PC, it becomes possible to make a response both
as a broadcasting system and a distribution system.

Broadcasting model:
In instances when the time in which contents are to begin and end to be
displayed on the client PC is predetermined, and in instances when there is no
need for the content to remain on the client PC after being displayed. (This
system is sensitive to the need to protect copyrighted contents)

Distribution model:
After initiating display of contents on the client PC, it is possible for the
beginning and conclusion of the displaying to be temporarily interrupted or to
rewind such contents. By placing a server equipped with a client PC agent in
each of the target regions, it is possible to share the load. By establishing
load sharing severs in a single starting point, it is possible to average the
processing load of multiple servers equipped with client PC agents.


                                       7
<PAGE>

The company intends to promote and distribute this technology in the United
States.

The market for licensed  technology from abroad is intensely  competitive,  both
from  U.S.   technology  and  other  foreign   technology   many  of  which  all
well-established  in  thier  respctive  markets  and we  expect  competition  to
increase in the future.  The company  believes  that the  principal  competitive
factors   affecting  the  market  for  information   security  include  security
effectiveness,  manageability,  technical  features,  performance,  ease of use,
price,  scope  of  product  offerings,   professional   services   capabilities,
distribution  relationships and customer service and support. The company cannot
guarantee  that it will  compete  successfully  to market  against  current  and
potential  competitors,  especially  those with greater  financial  resources or
brand name recognition.

Teaming Agreement

On July 23,  2001  Global  Assets &  Services  signed a teaming  agreement  with
Geosystems Inc. to evaluate and market encryption  software based on the C4S and
C4K technology to the government and commercial market.

On October 25, 2002, Global Assets & Services entered into a Contract  Agreement
with  GeoSystems,   Inc.,  whereby  GEO  would  provide  to  Global  application
development, sale and distribution services, on a 5 year exclusive basis, for C4
encryption products under Global's license, for Federal Goverment and commercial
sectors. Global will provide either $500,000 or 400,000 shares of its restricted
common stock to capitalize the effort.

On February 3, 2003, the Contract  Agreement with Geosystems was assigned to the
Cybrix  Group,  Inc. The Cybrix  Group,  Inc. and  shareholders  are the same as
Geosystems, Inc.

Cybrix  is a  privately  held  company  that has a senior  management  team with
extensive   experience  in  Government   technology  fields  and  sales  to  the
government.  This  expertise  provides the ability to introduce the software for
testing to the appropriate Governmental agencies.  Contacts with several Fortune
100  companies  within  the   telecommunications   industry  have  already  been
established through other ongoing commercial  projects.  These relationships may
be  instrumental  in the rapid  introduction  of this software into the personal
communications systems market.

The C4S/C4K  software  suite may provide the  commercial  cellular  and Internet
industries  the  ability to outfit  end-users  with a more  secure  connectivity
across the Internet and the airwaves.  Management  believes that the C4 software
suite is a far more advanced  technology than existing known solutions,  and has
already  been  successfully  tested  on  e-mail   applications,   wireless  text
messaging,  hand held devices,  and on streaming video transmissions that exceed
market  expected  speeds for  encryption.  The U.S is mainly  utilizing  128-bit
encryption  schemes.  The C4 suite offers  users a selectable  8-bit to infinity
encryption scheme. The scalability of encryption level may allow the C4 software
suite to be a possible solution set targeted at the information transmission and
storage arena.


                                       8
<PAGE>

Global issued shares as follows:

1.   Issue 200,000 S-8 shares of common stock to Koki  Nagashima for  consulting
     services for the  encryption  software and other related  consulting
     services.

2.   Issue  1,750,000  shares of restricted  common stock to Koki  Nagashima for
     consulting and acquisition services pertaining to TOMIGEL and JUNON System.

3.   Issue 300,000  shares of restricted  common stock to Mitsunobu  Amazaki for
     providing consulting and acquisition services for encryption software.

4.   Issue 90,000 S-8 shares to Dr.  Shigetomi  Komatsu for consulting  services
     pertaining to TOMIGEL and JUNON System.

     The Company has signed a License for the North  American  Marketing  rights
for the following patented products from Japan.

PRODUCT DESCRIPTION

Tomigel is an inorganic soil-hardening agent that has been developed in order to
harden  any kind of soil from  volcanic  ash and sea sand to  industrial  waste.
Tomigel,  with its  excellent  chemical  distinction  that does not restrict any
aggregate  composition,  can be utilized  to  solidify  various on the spot soil
types without the use of gravel or sand  required in the mixing of concrete.  In
addition,  the substances  hardened by the addition of Tomigel display increased
integrity and strength over typical concrete mixtures.

Tomigel  can also be used to safely  and  effectively  neutralize  and  solidify
industrial  waste  and other  environmentally  detrimental  substances.  Sludge,
incinerated  ash, and other forms of industrial and  environmental  waste can be
contained and deactivated with Tomigel.

Tomigel with its variety of uses both commercially and  environmentally  and its
attributes  that add strength and  durability  to a variety of soil types,  is a
revolutionary  material that will prove to benefit  industry with decreased cost
and an increased  quality of product.  Tomigel will also benefit the environment
by containing harmful substances.


                                       9
<PAGE>

There are two types of Tomigel: Tomigel-3 and Tomigel-5.

A.   Tomigel  - 3 (For  sludge  and  industrial  wastes)  Tomigel  - 3 has  been
     developed  for  solidifying  and  closing in sludge of high water  content,
     incinerated  ashes, and harmful materials such as P C B, Cyanide,  Cadmium,
     Lead, Arsenic, and also such heavy metals as Iron, Nickel, Copper, etc.

B.   Tomigel - 5 (For General  Construction)  Tomigel - 5 has been developed for
     stabilizing roadbed,  sub-base,  and paving road surface, using the soil on
     the site spot as aggregate compositions.  Tomigel - - 5 can also be used in
     construction  and as an additive in materials to increase  their  strength,
     non-permeability, and durability.


PRODUCT DESCRIPTION

Junon System-

Junon System is a polystyrene(styrofoam)  dissolving agent that quickly, safely,
and  non-toxically  dissolves  polystyrene  materials and turns them into a gel,
while maintaining the basic chemical composition of the polystyrene so it can be
recycled.  The  consolidation  of the polystyrene  material into a gel that is a
fraction  of the  size of the  original  material  allows  for a more  efficient
removal and recycling of the material.

     The Company license for Tomigel and Junon Systems provides that the Company
shares the license  with ZYX  International,  Inc.  (beneficially  Saburo Oto, a
director and Secretary) and the licensees have to pay two thirds of all revenues
from license or sublicense  to Japan ZYX Co. The license term is until  November
27, 2014.

License Rights for Epond
------------------------

     In August  2003,  the Company  entered into a License  Agreement  with Koki
Nagashima  and  Epond,  Inc.  for the  PCMCIA  card  based  distribution  system
software.  The license  consideration  was 750,000 shares of restricted stock of
the Company,  and the Agreement provides that the Company shall pay 57.1% of the
license  fees to  licensor.  The  term is  until  November  27,  2018 and is for
worldwide.


                                  Subsidiaries
                                  ------------

All subsidiaries were inactive and were abandoned in 1998.

Services
--------

None.

Competition
-----------

The Company will be in competition with many companies of much greater
experience, financial resources and long established businesses. There is no
assurance that the Company will have any success in competition with other
businesses.

Employees and Consultants
-------------------------

The Company presently has no salaried employees, and its Chairman of the
Board/President, Bertran Cutler and Secretary, Saburo Oto serve on an
as needed basis. These officers intend to devote only such time as necessary to
the business affairs of the Company.


                                       10
<PAGE>

Presently,  none of the  officers  receive  salaries;  however,  they  are  paid
consulting fees in stock, and they are reimbursed for their expenses incurred in
their services as officers.  There is no provision for any additional bonuses or
benefits.  The  Company  anticipates  that in the near  future it may enter into
employment  agreements  with its  officers.  Although  Directors  do not receive
compensation for their services they may be reimbursed for expenses  incurred in
attending Board meetings.


Item 2. Description of Property

In 2003, the Company maintains its corporate records at 13575 58th Street North,
Suite 122, Clearwater, Florida  33760.


Item 3. Legal Proceedings

The Company is not a party to any pending legal proceedings, as of date of this
report.


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

No matters were submitted to a vote of security holders within period covered by
this report, through solicitation of proxies or otherwise.


                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters

The outstanding shares of Global Assets and Services,  Inc. are presently traded
on the OTC Bulletin Board under the symbol GAST.BB.


                           Common Stock              Common Stock
2003                       Bid High                  Bid Low
----------------------------------------------------------------
1st Quarter                .48                       .10
2nd Quarter                .16                       .05
3rd Quarter                .09                       .04
4th Quarter                .06                       .04


                           Common Stock              Common Stock
2002                       Bid High                  Bid Low
----------------------------------------------------------------
1st Quarter                n/a                       n/a
2nd Quarter                n/a                       n/a
3rd Quarter                1.00                      .05
4th Quarter                 .37                      .06


                           Common Stock              Common Stock
2001                       Bid High                  Bid Low
----------------------------------------------------------------
1st Quarter                n/a                       n/a
2nd Quarter                n/a                       n/a
3rd Quarter                n/a                       n/a
4th Quarter                n/a                       n/a


                                       11
<PAGE>

The Company's shares trade over the counter on the OTC Bulletin Board Quotations
represent  only  prices  between  dealers  and do not  include  retail  markups,
markdowns or commissions and accordingly, may not represent actual transactions.
The Company  estimates that as of December 31, 2003, there are approximately 273
stockholders of record of the Company's shares.

No dividends have been declared or paid by the Company and the Company presently
intends to retain all future earnings, if any, to finance the expansion and
development of its business.


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

Financial Condition
-------------------

During fiscal year 2003, the Company continued to be a development stage entity
with no sales and revenues.  The company had no capital for operations and had
minimal business operations.

Financial Condition and Changes in Financial Condition
------------------------------------------------------

Liquidity and Capital Assets.
----------------------------

     The Company's  primary  source of liquidity  since  inception has been from
funds raised  during its initial  capitalization.  The company has no sources of
capital  except to use its stock for private  placements.  The  company  will be
reliant upon loans from officers for any cash needs.  No loan  commitments  have
been made by anyone.

     The Company  remains in the  development  stage and, since  inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources  now and has  stockholder's  deficit of  ($3,097,788)  at December 31,
2003.  The Company has no current  assets and other  assets  consisting  only of
intangible licenses at December 31, 2003.

     The  Company is unable to carry out any plan of business  without  funding.
The Company  cannot  predict to what extent its current  lack of  liquidity  and
capital resources will impair  the  business  or whether it  will incur  further
operating  losses  through  business  entity  which the Company  may  eventually
acquire.  There is no assurance that the Company can continue as a going concern
without substantial funding, for which there is no source.

         The  Company  estimates  it will  require  $25,000  to $30,000 to cover
legal, accounting, transfer and miscellaneous costs of being a reporting company
in the next fiscal  year.  The Company  will have a cash  shortfall  for current
annual costs of at least  $25,000 to $30,000,  for which it has no source except
shareholder loans or contributions, none of which have been committed.


                                       12
<PAGE>

Results of Operations 2003 Compared to 2002
-------------------------------------------

     Business  operations were minimal and no revenues were generated in 2003 or
2002. The Company at year end had minimal cash. The Company needed cash or loans
from any sources, for any significant business operations.

     During the fiscal  year ended  December  31,  2003,  the  Company  incurred
general  and  administrative  expenses of $746,134  compared  to  $2,103,229  in
expenses in 2002. The net loss was  ($746,134) in 2003 compared to  ($2,103,229)
in 2002. Loss per share was ($.02) in 2003 and ($.12) in 2002.

        The largest factors in expenses for the Company were consultant fees:
$265,500 in 2003 versus $1,089,333 in 2002 and officer/director fees of $435,000
in 2003 versus $974,500 in 2002

Evaluation of Internal and Disclosure Controls
----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing  date of the report  (evaluation  date) and have  concluded  that the
disclosure  controls and procedures are adequate and effective  based upon their
evaluation as of the evaluation date.

     There were no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
most recent evaluation of such,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

NEED FOR ADDITIONAL FINANCING

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of carying out the business plan as it attempts its business plan, the Company's
needs for additional financing are likely to increase substantially. The Company
will need to raise  additional  funds to conduct any business  activities in the
next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.


                                       13
<PAGE>

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in number of  employees  in the next twelve  months,  however,  if it achieves a
business  acquisition,  it may acquire or add employees of an unknown  number in
the next twelve months.

         The Company's  auditor has issued a "going  concern"  qualification  as
part of his opinion in the Audit Report.

There is  substantial  doubt  about the  ability of the Company to continue as a
"going  concern."  The Company has no developed  business,  no capital,  debt in
excess of $52,970,  all of which is current,  minimal  cash,  no assets,  and no
capital commitments. The company has negotiated a licenses for marketing certain
technoogies  from Japan,  but has not yet achieved any revenues  therefrom.  The
effects of such  conditions  could easily be to cause the Company's  bankruptcy.

The Company has incurred  significant  losses from operations for the year ended
December 31, 2002 totalling $746,134,  and such losses are expected to continue.
In addition, the company has a $52,650  (approximately)  working capital deficit
for the year ended December 31, 2003.  The foregoing  raises  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
include seeking additional capital and/or debt financing or the possible sale of
the Company. There is no guarantee that additional capital and/or debt financing
will be available when and to the extent required, or that if available, it will
be on terms acceptable to the Company. The consolidated  financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                       14
<PAGE>

The Company has received an opinion from its independent  auditors containing an
explanatory  paragraph  that  describes  such  auditors'  uncertainty  as to the
Company's  ability to continue as a going concern due to the Company's  negative
cash flow. As of the date the independent  auditors  rendered this opinion,  the
Company  did not  have  access  to  sufficient  committed  capital  to meet  the
Company's  projected operating needs for at least the next twelve months. If the
Company does not achieve positive  operating results within the next few months,
then it will require additional financing. If positive operating results are not
achieved in the short term,  then the Company intends to take measures to reduce
expenditures so as to minimize its requirements for additional financing,  which
financing may not be available on terms  acceptable  to the Company,  if at all.
Such  measures may include  reduction of the Company's  cost of  operations  and
restructuring employee compensation packages. There can be no assurance that the
Company  will be able to  generate  internally  or  raise  sufficient  funds  to
continue the Company's  operations,  or that the Company's  independent auditors
will not issue another opinion with a going concern qualification. The Company's
consolidated  financial statements do not include any adjustments to reflect the
possible future affects on the  recoverability  and  classification of assets or
the amounts and classification of liabilities that may result from the Company's
possible inability to continue its operations.


Item 7. Financial Statements

Attached hereto and filed as part of this Form 10-KSB are the financial
statements required by Regulation SB. Please refer to pages F-1 through F-8.


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

In  connection  with audit of the two most recent  fiscal  years and through the
date of dismissed of the  accountants,  no  disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former  accountant would have caused them to
make   reference  in   connection   with  his  report  to  the  subject  of  the
disagreement(s).


Item 8A. Control and Procedures

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing  date of the report  (evaluation  date) and have  concluded  that the
disclosure  controls and procedures are adequate and effective  based upon their
evaluation as of the evaluation date.

     There were no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of the
most recent evaluation of such,  including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                       15
<PAGE>

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a).

The directors and executive officers of the Company as of December 31, 2002, are
as follows:

         Name               Age              Position Held              Tenure
         ----               ---              -------------              ------
Bertram Cutler              77               President & Director       Annual
Frances McCrimmon           56               Director                   Annual
Saburo Oto                  54               Director & Secretary       Annual

     BERTRAM E. CUTLER, 77,  President.  Mr. Cutler  devotes as much time as
necessary to the business of the Company and assists Mr. Oto in the day to
day  operations  of the Company,  ongoing  negotiations  with regard to proposed
mergers and other management  matters.  Mr. Cutler is a licensed insurance agent
and  from  1985  to  1996,  served  as  President  of  C.D.R.I.,  Inc.,  a  firm
specializing in marketing  programs of the securities and insurance  industries.
Previously,  Mr. Cutler was  co-founder  and a consultant to Career  Development
Corporation,  an executive  search firm with offices in Atlanta and  Washington,
D.C.  (1972-1985).  From  1991 to  2000,  he was  Secretary  and a  Director  of
Strategic Ventures, Inc.

Frances  McCrimmon,  56,  was  appointed  as a  Director  of Global  Assets  and
Services,  Inc. on  September  13,  2002.  Mrs.  McCrimmon,  a recently  retired
elementary  school  principal  with 30 years  experience  with the Pasco  County
School  System,  resides in Wesley  Chapel,  FL.  Mrs.  McCrimmon  attended  the
University of South Florida in Tampa, FL and earned a Bachelor's  Degree in 1972
for Elementary Education and Exceptional Student Education; a Master's Degree in
1986 in Elementary Education; and a Master's Degree in Educational Leadership in
1992. Mrs. McCrimmon is currently employed as the lead teacher at the Academy at
the Farm, a newly  established  charter  school located in Dade City, FL. During
Mrs.  McCrimmon's  tenure in Pasco County, she recruited and hired more than 400
employees,  conducted staff development  activities in Facilitative  Leadership,
Myers-Briggs  Personality  Profiles,  Clinical  Education, and worked  with  the
Florida State  Department  of Education to develop  curriculum  for  Exceptional
Education students.

Saburo  (Steve)  Oto  is a  former  audit  partner  at  Deloitte  &  Touche,  an
international  accounting and consulting firm.  Before he joined in 1994, as the
president and CEO, in a  privately-owned  investment  holding firm in Florida( a
subsidiary of a Tokyo-Japan  based company),  he was the partner in charge of an
international  practice group of Delloite & Touche,  primarily serving the major
Japanese-owned  businesses  in  Southern  California  with  over  140  bilingual
professionals.  In 1998,  he started  his own  consulting  business.  He holds a
Finance  degree from Brigham  Young  University  and did  post-graduate  work at
University of California, Los Angeles.  In 2001, he joined the Company as one of
the Company's directors and major shareholders.

None of the above individuals have a criminal history or have had any adverse
securities actions taken against them.


                                       16
<PAGE>

The  directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of  directors,  absent any  employment  agreement,  of
which none  currently  exists or is  contemplated.  There is no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

The directors and officers of the Company will devote such time to the Company's
affairs on an "as needed" basis,  but less than 20 hours per month. As a result,
the actual  amount of time which they will  devote to the  Company's  affairs is
unknown and is likely to vary substantially from month to month.

Item 10. Executive Compensation.

         The Company does not have any employee incentive stock option plans.

<TABLE>
<CAPTION>
<S>         <C>      <C>           <C>        <C>                    <C>                <C>           <C>           <C>

                            SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                   Annual Compensation               Awards

Name and    Year     Consulting     Bonus     Other Annual           Restricted         Securities    Long Term      All Other
Principal            Fees ($) or    ($)       Compensation ($)       Stock              Underlying    Compensation  Compensation
Position             Salary                                          Award(s)($)        Options/SARs  Option
--------    ----     --------      -------    ----------------       -----------        ------------  ------        -------------

Thomas
McCrimmon,
President,  2001          0          0             0                     0 (1)              0            0                0
Director    2002          0          0             0                     3,000,000          0            0                0
(Resigned)  2003          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Bertram     2003          0          0             0                     1,500,000(3)       0            0                0
Cutler,     2002          0          0             0                     1,800,000(2)       0            0                0
President,  2001          0          0             0                     400,000            0            0                0
Director
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Steve Oto,  2003          0          0             0                     1,000,000(2)(3)    0            0                0
Secretary,  2002          0          0             0                     500,000            0            0                0
Director    2001          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Officers    2003          0          0             0                     2,500,000(2)(3)    0            0                0
as a Group  2002          0          0             0                     5,300,000          0            0                0
            2001          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============
</TABLE>


                                       17
<PAGE>

(1) As of August 3, 2002 Thomas L. McCrimmon  resigned as Director and President
of the  Company.  As of August  12,  2002,  Mr.  Bertram  Cutler  was  appointed
President and Mr. Saburo Oto was appointed Director of the Company.

(2) Issued in lieu of salary.

(3) Includes 300,000 shares to Vonnie Oto.


Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
                                    Cash Compensation                           Security Grants

Name                                          Annual            Meeting          Consulting         Number         Number of
                                              Retainer          Fees ($)         Fees/Other         of             Securities
                                              Fees ($)                           Fees ($)           Restricted     Underlying
                                                                                                    Shares (#)     Options/SARs(#)
------------------------------    ----------  ----------------  ---------------  ------------------------------  ---------------
<S>                                 <C>       <C>               <C>              <C>                <C>            <C>

A. Saburo Oto                       2003      0                 0                0                  0              0
                                    2002      0                 0                0                  0              0
                                    2001      0                 0                0                  0              0

B. Thomas McCrimmon (resigned 2000) 2003      0                 0                0                  0              0
                                    2002      0                 0                0                  0              0
                                    2001      0                 0                0                  0              0

C. Bertram Cutler                   2003      0                 0                0                  0              0
                                    2002      0                 0                0                  0              0
                                    2001      0                 0                0                  0              0

D. Frances McCrimmon                2003      0                 0                0                  0              0
                                    2002      0                 0                0                  0              0
                                    2001      0                 0                0                  500,000        0

E. Directors as a Group             2003      0                 0                0                  0              0
                                    2002      0                 0                0                  500,000        0
                                    2001      0                 0                0                  0              0
==============================     =========  ================  ===============  ================== =============  =================
</TABLE>


                                       18
<PAGE>

Option/SAR Grants Table (None)

        Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)


<TABLE>
<CAPTION>
                                              Option/SAR Grants Table
<S>                      <C>                           <C>                            <C>              <C>
Name                     Number of Securities          % of Total                     Exercise         Expiration
                         Underlying                    Options/SARs                   or Price         Date
                         Options/SARs                  Granted to Employees           ($/Sh)
                         Granted (#) in Fiscal Year
-------------------------------------------------------------------------------------------------------------------
None

</TABLE>

<TABLE>
<CAPTION>

                                Aggregated Option/SAR Exercises in Last Fiscal Year
                                            and FY-End Option/SAR value

<S>                         <C>               <C>             <C>                           <C>
Name                        Shares            Value           Number of Securities          Value of Unexercised
                            Acquired          Realized        Underlying                    In the Money
                            on                ($)             Unexercised                   Options/SARs at FY-
                            Exercise                          Options/SARs at FY-           End ($) Exercisable/
                            (#)                               End (#) Exercisable/          Unexercisable
                                                              Unexercisable
---------------------------------------------------------------------------------------------------------------------
None


</TABLE>


Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth  information,  as of March 31, 2004, with respect
to the  beneficial  ownership  of  the  Company's  common  stock  (or  Preferred
Convertible  Stock  which would  represent  5% or more of the  Company's  common
stock) by each person  known by the Company to be the  beneficial  owner of more
than five percent of the outstanding  common stock,  and by current officers and
directors of the Company. There were 31,497,767 shares issued and outstanding at
March 31, 2004.


                                       19
<PAGE>
<TABLE>
<CAPTION>

a.)      Officers and Directors

Stock Title                Name and Address                   Amount of Beneficial               Percentage
of Class                   of Beneficial Owner                Ownership                          of Class
--------                   -------------------                ---------                          --------
<S>                        <C>                                <C>                                <C>

Common                     Bertram E. Cutler (2)(3)           2,586,465                          8.2%
                           President/Director
                           3816 W. Linebaugh, Suite 200
                           Tampa, FL 33624

Common                     Asia Glove, Inc.                   5,430,000                          17.2%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624
                           (Beneficial owners:
                           Chiharu Nagashima
                           Sayaka Nagaishima
                           Koki Nagashima
                           Shingo Nagashima
                           Kengo Nagashima)

                           Frances McCrimmon (2)               4,888,936                       15.5%
                           3816 W. Linebaugh Ave.,             (includes 1,345,200
                           Tampa, FL 33624                     shares owned by
                                                               husband, Thomas
                                                               McCrimmon)

Common                     Keystone Assets & Services, Inc.   5,000,000                        15.8%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624
                           (Benefical Owner-Dane Chapman)

Common                     Saburo Oto (2)(3)(1)               2,566,665                         8.1%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624

                           All Officers and                   10,042,066                       31.8%
                           Directors as a Group
                           (3 Persons)
</TABLE>


                                       20
<PAGE>

(1) Includes 466,665 shares owned by Christine Oto and 700,000 owned by Vonnie
K. Oto of which Steve Oto disclaims beneficial ownership.
(2) Director
(3) Officer
(4) Includes 2,930,000 shares owned by Asia Glove, Inc. of which Koki Nagashima
is a controlling person and 2,700,000 owned personally by Koki Nagashima.

Item 12. Certain Relationships and Related Transactions

In 2003, the Company issued shares to the following person who are officers,
directors, or 10% or greater shareholders for the consideration listed.

500,000  shares of common stock issued to Saburo Oto (officer and  director) for
management services rendered, valued at $2,500.

500,000 shares of common stock issued to Bertram  Cutler  (officer and director)
for management services rendered valued at $2,500.

500,000 shares of common stock issued to Keystone Assets & Services,  Inc. (10%+
shareholder) for management services rendered valued at $2,500.

500,000  shares  of common  stock  issued to  Matthew  McCrimmon (son of Frances
McCrimmon) for management services rendered valued at $2,500.

500,000 shares of common stock issued to Thomas  McCrimmon,  III (son of Frances
McCrimmon) for management services rendered valued at $2,500.

        In March 2003, the Company issued shares to related parties (certain of
whom became affiliates by virtue of the issuance) as follows:

2,000,000  shares of common stock to Koki Nagashima (10%+  shareholder)  for the
Epond/Anti-Fire Product license.

350,000  shares of common stock to Dr.  Shigetomi  Komatsu for the Epond product
license.

100,000  shares of common  stock to  Yashuhiro  Hagiwara  for the Epond  product
license.

        In May 2003, the Company issued shares as follows:

1,000,000  shares of common  restricted  stock issued to Bertram Cutler (officer
and director) for management services.

300,000  shares of common  restricted  stock issued to Vonnie K. Oto (related to
Saburo Oto, officer & director) for management services.

200,000  shares of common  restricted  stock  isued to Saburo Oto  (officer  and
director) for management services.

150,000 shares of common restricted stock isued to Thomas McCrimmon,  IV (son of
Frances McCrimmon) for management services.


                                       21
<PAGE>

150,000  shares of common  restricted  stock isued to Matthew  McCrimmon  Son of
Frances McCrimmon) for management services.


Global issued shares as follows:

1.   Issue 200,000 S-8 shares of common stock to Koki  Nagashima for  consulting
     services for the  encryption  software and other related  consulting
     services.

2.   Issue  1,750,000  shares of restricted  common stock to Koki  Nagashima for
     consulting and acquisition services pertaining to TOMIGEL and JUNON System.

3.   Issue 300,000  shares of restricted  common stock to Mitsunobu  Amazaki for
     providing consulting and acquisition services for encryption software.

4.   Issue 90,000 S-8 shares to Dr.  Shigetomi  Komatsu for consulting  services
     pertaining to TOMIGEL and JUNON System.

     The Company license for Tomigel and Junon Systems provides that the Company
shares the license  with ZYX  International,  Inc.  (beneficially  Saburo Oto, a
director and Secretary) and the licensees have to pay two thirds of all revenues
from license or sublicense  to Japan ZYX Co. The license term is until  November
27, 2014.

     In August  2003,  the Company  entered into a License  Agreement  with Koki
Nagashima  and  Epond,  Inc.  for the  PCMCIA  card  based  distribution  system
software.  The license  consideration  was 750,000 shares of restricted stock of
the Company,  and the Agreement provides that the Company shall pay 57.1% of the
license  fees to  licensor.  The  term is  until  November  27,  2018 and is for
worldwide.



                                     Part IV

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) The following exhibits and financial statement schedules are filed as
exhibits to this Report:

                                       22

<PAGE>

1. Financial Statements of the Registrant are included under Item 8 hereof as
Pages F-1 through F-8.

2. Financial Statement Schedules - None

<TABLE>
<CAPTION>

3. Exhibits and Reports on Form 8-K


Exhibit #         Description                                          Location/Page Number
---------         -----------------------------------                  -----------------------------------
<S>               <C>                                                  <C>

3.1               Articles of Incorporation                            Exhibit to Registration
                                                                       Statement filed November
                                                                       14, 1991 by Registrant on Form S-18

3.2               Bylaws of Registrant                                 Exhibit to Registration
                                                                       Statement filed November
                                                                       14, 1991 by Registrant on Form S-18

10.1              Articles of Amendment to Articles                    Exhibit listed under hardship exemption
                  of Incorporation of Art Music                        as provided in Rule 202 of Regulation
                  & Entertainment, Inc. and Cert. of                   S-T.  Hardship Exemption grant date:
                  Designation, Preferences, Rights and                 5/27/97
                  Limitation of Classes C, E, F, G, H, I
                  Convertible Preferred Stock

10.2              Articles of Incorporation of Art Music               Exhibit listed under hardship exemption
                  & Entertainment with attachments                     as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.3              Articles of Amendment to Articles of                 Exhibit listed under hardship exemption
                  Incorporation of Chatham International,              as provided in Rule 202 of Regulation
                  Inc.                                                 S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.4              Articles of Incorporation of Cornerstone             Exhibit listed under hardship exemption
                  Capital, Inc.                                        as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.5              Articles of Incorporation of International           Exhibit listed under hardship exemption
                  Jazz Hall of Fame Production Co., Inc.               as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

                                       23
<PAGE>

10.6              Articles of Incorporation of                         Exhibit listed under hardship
                                                                       exemption as provided in Rule 202
                  Octopus Entertainment, Inc.                          of Regulation S-T.  Hardship
                                                                       Exemption grant date: 5/27/97

10.7              Articles of Amendment to Articles of                 Exhibit listed under hardship exemption
                  Incorporation of Octopus Entertainment,              as provided in Rule 202 of Regulation
                  Inc.                                                 S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.8              Articles of Incorporation of Marin                   Exhibit listed under hardship exemption
                  Movies, Inc.                                         as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.9              Articles of Amendment to Articles of                 Exhibit listed under hardship exemption
                  Incorporation of Marin Movies, Inc.                  as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.10             Articles of Incorporation of Classical               Exhibit listed under hardship exemption
                  Music Collection, Inc.                               as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.11             Articles of Amendment to Articles of                 Exhibit listed under hardship exemption
                  Incorporation of Classical Music                     as provided in Rule 202 of Regulation
                  Collection, Inc.                                     S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.12             Articles of Incorporation of Spellbinder             Exhibit listed under hardship exemption
                  Productions, Inc. and Articles of                    as provided in Rule 202 of Regulation
                  Amendment to Articles of Incorporation               S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.13             Bylaws of Art Music &                                Exhibit listed under hardship exemption
                  Entertainment, Inc.                                  as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.14             Certificate of Name Change                           Exhibit listed under hardship exemption
                                                                       as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.15             Articles of Amendment to Articles of                 Exhibit listed under hardship exemption
                  Incorporation of Chatham International,              as provided in Rule 202 of Regulation
                  Inc.                                                 S-T.  Hardship Exemption grant date:
                                                                       5/27/97

                                       23

<PAGE>

10.16             Agreement and Plan of Reorganization                 Exhibit listed under hardship exemption
                  of AM&E, Inc. and IJHFPC                             as provided in Rule 202 of Regulation
                                                                       S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.17             License Agreement for PCMCIA Based Distribution
                  System (previously filed)

10.18             License Agreement for Tomigel & Junon Systems  (previously filed)

31                Sarbanes-Oxley Certification

32                Sarbanes-Oxley Certification
</TABLE>

(b) Reports on Form 8-K. Reports on Form 8-K for the twelve month period ended
December 31, 2003.

        8-K filed 10/23/03


(c) Proxy Statements. There were no proxy statements or annual reports sent to
stockholders during the period covered herein.


Item 14.  Principal Accountant Fees and Services

General.  Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provisions of audit services is compatible with maintaining MJC's
independence.

         Audit Fees. MJC billed the Company $2,000 for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended December 31, 2002. MJC billed the Company $3,000 for
the 2003 audit.

         There were no audit related fees in 2002 or 2003. There were no tax
fees or other fees in 2002 or 2003.

         The Company's Board acts as the audit committee and had no
"pre-approval policies and procedures" in effect for the auditors' engagement
for the audit year 2002 and 2003.

         All audit work was performed by the auditors' full time employees.


                                       24
<PAGE>

                                   Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant had duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized, in the city of Tampa,
State of Florida on this 20th day of September, 2004.

                                     GLOBAL ASSETS & SERVICES, INC.

                                     By:      /s/ Bertram Cutler
                                              ----------------------------------
                                              Bertram Cutler, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

     Signature             Title                             Date
     ---------             -----                             ----

/s/ Bertram Cutler          President/Director               September 20, 2004
--------------------      & Chief Financial Officer          ------------------
Bertram Cutler


Directors:

/s/ Saburo Oto
--------------
Saburo Oto

/s/Bertram Cutler
-----------------
Bertram Cutler

/s/Frances McCrimmon
---------------------
Frances McCrimmon
                                       25


<PAGE>

                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.)
                          (A Development Stage Company)

                              Financial Statements
                                December 31, 2003





<PAGE>



                           Michael Johnson & Co., LLC.
                             9175 Kenyon Ave., #100
                                Denver, CO 80237
                               Phone: 303-796-0099
                                Fax: 303-796-0137







                      RESTATED INDEPENDENT AUDITOR'S REPORT


Board of Directors
Global Assets and Services, Inc.
Clearwater, FL


We have audited the accompanying balance sheets of Global Assets and Services,
Inc., (Formerly Art, Music and Entertainment, Inc.) (a development stage
company), as of December 31, 2003 and 2002, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2003 and 2002 and for the period from May 25, 1988 (inception) to December
31, 2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Assets and Services,
Inc., (a development stage company) as of December 31, 2003 and 2002 and the
results of their operations and their cash flows for the years ended December
31, 2003 and 2002, and the period May 25, 1988 (inception) to December 31, 2003,
in conformity with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the Note 6 to the
financial statements the Company is in the development stage, and will require
funds from profitable operations, from borrowings, or from sale of equity
securities to execute its business plan. Management's plans in regard to these
matters are also described in Note 6. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this uncertainty.


/s/ Michael Johnson & Co., LLC
Denver, Colorado
September 21, 2004



                                      F-1


<PAGE>

<TABLE>
<CAPTION>


                                GLOBAL ASSETS AND SERVICES, INC.
                         (Formerly Art, Music and Entertainment, Inc.)
                                 (A Development Stage Company)
                                         Balance Sheets
                                          December 31,


                                                                         2003                 2002
                                                                      ----------------   ---------------
<S>                                                                   <C>                <C>
ASSETS;

Current Assets:
    Cash                                                                        $ 332           $ 1,365
                                                                      ----------------   ---------------

        Total Current Assets                                                      332             1,365
                                                                      ----------------   ---------------

TOTAL ASSETS                                                                    $ 332           $ 1,365
                                                                      ================   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
    Accounts Payable and Accrued Liabilities                                 $ 21,795           $ 7,869
    Notes Payable                                                              31,175                -
                                                                      ----------------   ---------------

        Total Current Liabilities                                              52,970             7,869
                                                                      ----------------   ---------------

Stockholders Equity:
    Common stock, $.001 par value, 100,000,000 shares
        authorized, 31,192,767 shares issued and outstanding                   31,192            24,192
        in 2003, 24,192,767 shares outstanding in 2002
    Additional Paid-In Capital                                              3,013,958         2,320,958
    Deficit accumulated during the
      development stage                                                    (3,097,788)       (2,351,654)
                                                                      ----------------   ---------------

        Total Stockholders Equity (Deficit)                                   (52,638)           (6,504)
                                                                      ----------------   ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $ 332           $ 1,365
                                                                      ================   ===============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                    GLOBAL ASSETS AND SERVICES, INC.
                             (Formerly Art, Music and Entertainment, Inc.)
                                     (A Development Stage Company)
                                        Statements of Operations

                                                                                                         May 25,
                                                                                                           1988
                                                         Year Ended                                   (Inception) to
                                                        December 31,                                   December 31,
                                                            2003                  2002                     2003
                                                      -----------------     -----------------        -----------------
<S>                                                   <C>                   <C>                      <C>
Revenue:
    Revenue                                                  $       -                   $ -                $ 846,545
    (Less) Cost of Sales                                             -                     -                 (336,524)
                                                      -----------------     -----------------        -----------------
Total Income                                                         -                     -                  510,021
                                                      -----------------     -----------------        -----------------
Operating Expenses
    Doubtful Accounts                                                -                     -                   34,469
    Consultants Fees                                           265,600             1,089,333                1,697,112
    Legal and Accounting Fees                                   20,125                18,391                  117,208
    Advertising                                                      -                     -                   14,542
   Directors and Officers Fees                                 435,000               974,500                1,409,500
    Interest Expense                                                 -                     -                    8,577
    Telephone                                                    2,596                 1,574                   30,412
    Travel                                                      11,909                 7,500                   19,409
    Rent                                                         5,498                 4,426                   52,594
    Other General Expenses                                       5,406                 7,505                  228,007
                                                      -----------------     -----------------        -----------------
Total Expenses                                                 746,134             2,103,229                3,611,830
                                                      -----------------     -----------------        -----------------
Net Loss From Operations                                      (746,134)           (2,103,229)              (3,101,809)
                                                      -----------------     -----------------        -----------------
Other Income
      Interest Income                                                -                     -                    4,021
                                                      -----------------     -----------------        -----------------
Net Loss                                                    $ (746,134)          $ (2,103,229)           $ (3,097,788)
                                                      =================     =================        =================

Per Share Information:

Weighted average number
    of common shares outstanding                            31,192,767            17,374,017

Net Gain (Loss) per common share                               $ (0.02)              $ (0.12)
                                                      =================     ================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                        GLOBAL ASSETS AND SERVICES, INC.
                                 (Formerly Art, Music and Entertainment, Inc.)
                                         (A Development Stage Company)
                                         Stockholders' Equity (Deficit)
                                               December 31, 2003



                                                                                                   Deficit
                                                         COMMON STOCKS             Additional     Accum. During         Total
                                                                                     Paid-In     Development        Stockholders'
                                                  # of Shares        Amount          Capital        Stage          Equity (Deficit)
                                                  -------------  -----------    --------------   --------------     --------------
<S>                                               <C>            <C>            <C>              <C>               <C>

Balance - December 31, 1997                          4,397,767        4,397           204,566         (208,963)                 -
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 1998                          4,397,767        4,397           204,566         (208,963)                 -
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 1999                          4,397,767        4,397           204,566         (208,963)                 -
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 2000                          4,397,767        4,397           204,566         (208,963)                 -
                                                  -------------  -----------    --------------   --------------     --------------
Issuance of stock for services 12/11                 3,400,000        3,400                 -                -              3,400
Loss for year                                                -            -                 -          (39,462)           (39,462)
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 2001                          7,797,767        7,797           204,566         (248,425)           (36,062)
                                                  -------------  -----------    --------------   --------------     --------------
Issuance of stock for cash 3/28                         20,000           20             1,980                -               2,000
Issuance of stock for services 3/28                  6,800,000        6,800           673,200                -             680,000
Issuance of stock for services 4/2                   1,000,000        1,000            99,000                -             100,000
Issuance of stock for services 6/18                    500,000          500            49,500                -              50,000
Issuance of stock for services 7/12                    710,000          710            70,327                -              71,037
Issuance of stock for Asset Acquisition 8/12         1,750,000        1,750           654,500                -             656,250
Issuance of stock for services 8/12                    590,000          590            58,410                -              59,000
Issuance of stock for cash 9/18                         80,000           80            19,920                -              20,000
Issuance of stock for services 10/15                 4,945,000        4,945           489,555                -             494,500
Loss for year                                                -            -                 -       (2,103,229)        (2,103,229)
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 2002                         24,192,767       24,192         2,320,958       (2,351,654)            (6,504)
                                                  -------------  -----------    --------------   --------------     --------------
Issuance of stock for services 1/15                  2,550,000        2,550           252,450                -             255,000
Issuance of stock for services 3/11                  2,550,000        2,550           252,450                -             255,000
Issuance of stock for services 4/20                    100,000          100             9,900                -              10,000
Issuance of stock for services 5/28                  1,800,000        1,800           178,200                -             180,000
Loss for year                                                -            -                 -         (746,134)           (746,134)
                                                  -------------  -----------    --------------   --------------     --------------
Balance - December 31, 2003                         31,192,767     $ 31,192        $3,013,958      $(3,097,788)         $ (52,638)
                                                  =============  ===========    ==============   ==============     ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                GLOBAL ASSETS AND SERVICES, INC.
                          (Formerly Art, Music and Entertainment, Inc.
                                  (A Development Stage Company)
                                    Statements of Cash Flow

                                        Indirect Method



                                                                                                       May 25, 1988
                                                               Year Ended                             (Inception) to
                                                                December 31,                           December 31,
                                                                  2003                2002                 2003
                                                             ---------------     ---------------     -----------------
<S>                                                          <C>                 <C>                 <C>
Cash Flows from Operating Activities:

     Net Loss                                                    $ (746,134)       $ (2,103,229)         $ (3,097,788)

     Issuance of common stock for services                          700,000           1,454,537             2,157,937
     Adjustments to reconcile net loss to cash used in
        operating activities:
     Increase (decrease) in accounts payable                         13,926             (28,293)               21,795
                                                             ---------------     ---------------     -----------------
Net Cash Used by Operating Activities                               (32,208)           (676,985)             (918,056)
                                                             ---------------     ---------------     -----------------
Cash Flows from Financing Activities:

Proceeds from Notes Payble                                           31,175                   -                31,175
Issuance of common stock for Asset Acquisition                            -             656,250               656,250
Issuance of common stock                                                  -              20,000               230,963
                                                             ---------------     ---------------     -----------------
Net Cash Provided by Financing Activities                            31,175             676,250               918,388
                                                             ---------------     ---------------     -----------------
Net Increase (Decrease) in Cash & Cash Equivalents                   (1,033)               (735)                  332

Beginning Cash & Cash Equivalents                                     1,365               2,100                     -
                                                             ---------------     ---------------     -----------------
Ending Cash & Cash Equivalents                                        $ 332             $ 1,365                  $332
                                                             ===============     ===============     =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                        $ -                 $      -               $ 8,577
                                                             ===============     ===============     =================
     Cash paid for Income Taxes                                    $ -                 $      -                  $  -
                                                             ===============     ===============     =================

NON-CASH TRANSACTIONS
     Common stock issued in exchange for services                 $ 700,000          $1,454,537           $ 2,157,937
                                                             ===============     ===============     =================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5


<PAGE>

                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003


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

Organization:
------------

Art, Music and Entertainment,  Inc. ("Company") (formerly Chatham International,
Inc.) was organized originally as Cornerstone  Capital,  Inc., under the laws of
the State of Florida as a corporation on May 25, 1988. On September 22, 1990 the
Company  changed  its name to Chatham  International,  Inc. On April 5, 1996 the
Board of Directors of the Company  authorized  the name of Company to be changed
from Chatham  International,  Inc. to Art,  Music and  Entertainment,  Inc.,  in
connection with a merger, discussed elsewhere herein, with an entity of the same
name.  Such change was filed with the  Secretary of State of Florida on July 18,
1996.  On July 24,  2001 the  Board of  Directors  met in a special  meeting  to
authorize the name change to Global Assets and Services, Inc.

In December 2001 Global Assets & Services merged with SDE 3 Holdings, Inc.
Global Assets & Services is the surviving Corporation and all shares of stock
outstanding in SDE 3 Holdings, Inc. are retired concurrent with the merger.

Basis of Presentation - Development Stage Company:
-------------------------------------------------

The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company" activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:
----------------

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.


                                      F-6

<PAGE>



                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003




Note 1 - Organization and Summary of Significant Accounting Policies (Cont):
         ------------------------------------------------------------------

Net Loss Per Share:
------------------

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Other Comprehensive Income:
--------------------------

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.


Note 2 - Federal Income Taxes:
         --------------------

The Company has made no provision for income taxes because there has been no
income generated since 1997 for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
         Net operating loss carryforwards                  $   3,097,788
         Valuation allowance                                  (3,097,788)
                                                           --------------
         Net deferred tax assets                           $           0
                                                           ==============

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $3,097,788 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

                                      F-7

<PAGE>




                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003
                                    Restated

Note 3 - Capital Stock Transactions:
         --------------------------

The authorized capital stock of the Company is 100,000,000 shares of common
stock at $.001 par value. During the period ended December 31, 2003, the Company
issued 7,000,000 shares of common stock for compensation for consulting fees and
for director's fees.

Note 4 - Segment Information:
         -------------------

Global  Assets and  Services,  Inc.  operates  primarily  in a single  operating
segment, the asset management and capital raising business.

Note 5 - Subsequent Event:
         ----------------

On March 2, 2004, a promissory note was issued for $13,000 to Wealth
Preservation Stratgegies, Inc. with no interest for consulting fees to be
performed in 2004.

Note 6 - Going Concern:
         -------------

The financial statements of the Company have been presented on the basis that
they are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company'
current liabilities exceed current assets by $36,013 and the Company has an
accumulated deficit at December 31, 2003 of $3,097,768.

The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.




                                      F-8