SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


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

For the fiscal year ended:  December 31, 2002

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)

               3816 W. Linebaugh Ave., Suite 200 Tampa, FL 33624
              - -------------------------------------------------
               (Address of principal Executive Offices Zip Code)

Registrant's telephone number, including area code:(813) 964-1300

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.

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



<PAGE>



 Small Business Disclosure Format:

                           __X____ Yes       _______ No

As of December  31,  2002,  24,192,767  shares of common  stock and no shares of
preferred stock were  outstanding.  The aggregate  market value of the 8,278,831
shares of Stock held by non-affiliates of Registrant was $1,324,612 based upon a
bid price of $.16 on December 31, 2002.

     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                                         8
     Item 3.   Legal Proceedings                                               8
     Item 4.   Submission of Matters to a Vote of Security Holders             9


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters        9
     Item 6.   Management's Discussion and Analysis or Plan of Operation      10
     Item 7.   Financial Statements                                           14
     Item 8.   Changes in and Disagreements With Accountants on Accounting    14
               and Financial Disclosure


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              14
     Item 10.  Executive Compensation                                         16
     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. Control and Procedures                                          24

SIGNATURES                                                                    25

<PAGE>


                                     Part I

Item 1. 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
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,

                                       2


<PAGE>


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.

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
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.

                                       4
<PAGE>
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 agreements for marketing the licensed
software had been negotiated through March 31, 2002.

The market for information  security,  including software products  professional
services, training and managed security services are intensely competitive,  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.

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.

                                       5
<PAGE>


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.

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  will  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 has been assigned
to the Cybrix Group, Inc.  The Cybrix Group, Inc. and shareholdersare the same
as Geosystems, Inc.

Geosystems 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.



                                       6
<PAGE>



Global has agreed to issue 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 Letter of Intent for the North American  Marketing
rights for the following  patented products from Japan. Final license terms have
not been worked out.

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.

                                       7
<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.


PROCESS 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.

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

All subsidiaries were inactive and were abandoned or rescinded 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 paid 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.

Presently, none of the officers receive salaries, however, 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. The officers and directors
did not receive salaries during 200, 2001 and 2002.

Item 2. Properties.

In 2002, the Company maintained its corporate records at 3816 W. Linebaugh Ave.,
Suite 200 Tampa, FL  33624.

Item 3. Legal Proceedings.

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

                                       8
<PAGE>

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 Registrant's Common Equity and Related Stockholder Matters.

The outstanding registered securities of Art Music & Entertainment, Inc. are not
now presently traded on any exchange nor on the OTC Bulletin Board nor the "Pink
Sheets."

                           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

The Company  anticipates its shares will trade over the counter  Quotations,  if
made,  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, 2002, there are  approximately
262 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.


                                        9

<PAGE>



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

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

During fiscal year 2002, the Company continued to be a development stage entity
with no sales and revenues.  The company had no capital for operations and had
no 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 and sales.  The company has no sources
of capital except to use its stock for private placements.  The  company will be
reliant upon loans from offices 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 ($366,906) at December 31, 2002.
The Company has no current assets and no other assets at December 31, 2002.

         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 consummation of a business  combination or

                                       10
<PAGE>

whether it will incur further operating losses through any 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.

Results of Operations 2002 Compared to 2001
- -------------------------------------------

     Business  operations  were none and no revenues  were  generated in 2002 or
2001. The Company at year end had no cash. The Company needed cash or loans from
any sources, for any significant business operations.

     During the fiscal  year ended  December  31,  2002,  the  Company  incurred
general and  administrative  expenses of $39,462 compared to no such expenses in
2001.  The net loss was ($39,462) in 2002 compared to no loss in 2001.  Loss per
share was ($.01) in 2002 and none in 2001.

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.


                                      11
<PAGE>
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.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that without funds it will ultimately  allow registrant to
complete a business combination.  Once a business combination is completed,  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.

         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.

                                       12
<PAGE>

     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 $7,869,  all of which is current,  no cash, no assets,  and no capital
commitments. The company has negotiated a software license for marketing and has
marketing  rights for  Tomigel  and has signed a letter of intent with regard to
the Software  License.  The effects of such conditions  could easily be to cause
the Company's bankruptcy, except there are no assets to liquidate in Bankruptcy.


The Company has incurred  significant  losses from operations for the year ended
December 31, 2002,  and such losses are expected to continue.  In addition,  the
company has a $6,504  working  capital  deficit for the year ended  December 31,
2002.  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.

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.


                                       13
<PAGE>


Item 7. Financial Statements and Supplemental Data.

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).

                                    Part III

Item 9. Directors and Executive Officers of the Registrant and 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              76               President & Director
Frances McCrimmon           55               Director
Saburo Oto                  53               Director

     BERTRAM E. CUTLER, 76,  Secretary.  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.

                                       14

<PAGE>

Frances  McCrimmon,  55,  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. Mrs. McCrimmon has made presentations representing the Pasco
County  School  System  at many  national,  state,  and  local  conferences  and
conventions.

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.  He was one of the very first Japanese  native audit partners for
the accounting  firm. After  successfully  selling all assets of the  investment
holding firm in 1998, he started his own consulting business.

During his consultancy activities, he served several positions as a member of
board of advisors of public-owned company.

In 2001, he has joined in Global Asset & Services, Inc. (an OTCBB company,
symbol "GAST"), as one of the Company's directors and major shareholders. He has
provided Global with tremendous international network and financial
management/experience.

 He holds a Finance degree from Brigham Young University and did post-graduate
work at University of California, Los Angeles.



                                       15
<PAGE>


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

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 recorded no compensation to the executive officers as a
group for services contributed to the Company in all capacities during the 2001
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $100,000 for the year. No cash bonuses were or are to be paid to
such persons.

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

         There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination


                                        16

<PAGE>


of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

<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
--------    ----     --------      -------    ----------------       -----------        ------------  ------        -------------

Norman
Brander,
President   2000          0          0             0                     0                  0            0                0
(Resigned)  2001          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Sheryl B.
Salvadore,
Secretary   2000          0          0             0                     0                  0            0                0
(Resigned)  2001          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Thomas
McCrimmon,
President,  2000          0          0             0                     0                  0            0                0
Director    2001          0          0             0                     0                  0            0                0
(Resigned)
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Bertram     2002          0          0             0                     0                  0            0                0
Cutler,     2001          0          0             0                     400,000            0            0                0
President,  2000          0          0             0                     0                  0            0                0
Secretary
Director
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Officers    2002          0          0             0                     200,000            0            0                0
as a Group  2001          0          0             0                     0                  0            0                0
Secretary   2002          0          0             0                     0                  0            0                0
=========   ====     =========     ========   ================       ===========        =============  =======       =============

(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.

</TABLE>

                                       17

<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>

                   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 ($)           Shares         Underlying
                                                                                                    (#)            Options/SARs(#)
- --------------------------------------------  ----------------  ---------------  ------------------ -------------  ---------------
<S>                                           <C>               <C>              <C>                <C>            <C>

A. Saburo Oto                                 0                 0                0                  0              0
B. Thomas McCrimmon (resigned)                0                 0                0                  0              0
C. Bertram Cutler                             0                 0                0                  0              0
D. Frances McCrimmon                          0                 0                0                  0              0
D. Directors as a Group                       0                 0                0                  0              0
============================================  ================  ===============  ================== =============  =================
</TABLE>

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)

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.

                                       18
<PAGE>

<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 Management and Beneficial Owners.

The  following  table sets forth  information,  as of December  31,  2002,  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.

                                        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)           2,320,000                          9.6%
                           President/Director
                           3816 W. Linebaugh, Suite 200
                           Tampa, FL 33624

Common                     Asia Glove, Inc.                   3,150,000                          13%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624
                           (Beneficial owners:
                           Chiharu Nagashima
                           Sayaka Nagaishima
                           Koki Nagashima
                           Shingo Nagashima
                           Kengo Nagashima)

                           Frances McCrimmon & (2)             4,988,936                       20.6%
                           Thomas McCrimmon
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624

                                       20
<PAGE>

Common                     Keystone Assets & Services, Inc.   4,500,000                          18.6%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624
                           (Benefical Owner-Dane Chapman)

Common                     Saburo Oto (2)(3)(1)               1,100,000                          4.5%
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624

                           All Officers and                   7,908,936                          32%
                           Directors as a Group
                           (2 Persons)
</TABLE>

(1) Includes 500,000 shares owned by Christine Oto.
(2) Director
(3) Officer

Item 12. Certain Relationships and Related Transactions.

In 2002 the following CMR Associates was issued 2,300,000 shares for services in
reorganizing the Company and obtaining the software  license/business from Japan
in December 2001.

CRM subsequently conveyed shares to its principal shareholders as follow in
December 2001.

        Marvin Oto              900,000 shares
        Saburo Oto              600,000
        Christina Oto           800,000

     Saburo Oto, is related to Marvin Oto and Christine Oto as their father.

        Thomas Bojacizgiev received 100,000 shares for services rendered in
December 2001.

        Bert Cutler received 400,000 shares for services in agreeing to serve on
the Board of the company in December 2001.

     Thomas  McCrimmon  IV, (son of Thomas L.  McCrimmon,  former  President and
Director)(200,000 shares) Matthew McCrimmon (100,000  shares) and Tina McCrimmon
(100,000 shares) were issued shares for services rendered in December 2001.
In 2002, total of 4,800,000 shares were issued to the Directors for services
rendered (Bertram Cutler-(1,800,000 shares, Frances McCrimmon-500,000 shares,
Saburo Oto-500,000 shares and Thomas McCrimmon-3,000,000 shares).

In 2002, the Company issued shares to the following persons who are officers and
directors or 10% greater shareholders:

 Common Shares issued in 2002      Consideration
 ----------------------------      -------------

ASIA GLOVE           2,800,000     License agreement

Bertram Cutler       1,800,000     Consulting Services

Frances McCrimmon      500,000     Consulting Services

Keystone Assets      4,500,000     Consulting Services

Saburo Oto             500,000     Consulting Services

Thomas McCrimmon     3,000,000     Consulting Services


                                        21

<PAGE>



                                     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:

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:

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

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

                                        22

<PAGE>



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

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
99.14             Sarbanes-Oxley Certification

                                       23

<PAGE>



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

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

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

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

10.21             Merger Agreement of Chatham                          Exhibit listed under hardship exemption
                  International, Inc. and Art Music                    as provided in Rule 202 of Regulation
                  & Entertainment, Inc.                                S-T.  Hardship Exemption grant date:
                                                                       5/27/97

10.22             Articles of Amendment                                Exhibit in 8K filed January 17, 2002
                  changing name to Global
                  Assets & Services, Inc.

10.23             Software License                                     Page __ attached hereto.
</TABLE>


(b) Reports on Form 8-K. Reports on Form 8-K for the twelve month
period ended December 31, 2002.

8-K filed 12/03/2002
8-K filed 10/01/2002
8-K filed 8/21/2002
8-K12g3/A filed 5/21/2002
8-K filed 5/21/2002
8-K filed 5/01/2002
8-K filed 3/14/2002
8-K filed 1/18/2002

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

Item 14. Control and Procedures

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.


                                       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 27th day of November, 2001.

                                     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                  April 23, 2003
- --------------------      & Chief Financial Officer          ----------------
Bertram Cutler


Directors:

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

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

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


<PAGE>
                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT



I, Bertram Cutler, certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB of  Global Assets &
Services,Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 23, 2003


/s/Bertram Cutler
-----------------------
Bertram Cutler, President

<PAGE>
CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT



I, Bertram Cutler, certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB of  Global Assets &
Services,Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 23, 2003


/s/Bertram Cutler
-----------------------
Bertram Cutler, Chief Financial Officer




<PAGE>
                                   FORM 10-KSB

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditors Report- Michael Johnson & CO                                        F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Changes in Stockholders Deficit                                F-4

Statements of Cash Flows                                                     F-5

Notes to Financial Statements                                          F-6 - F-8






<PAGE>




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

                              Financial Statements
                                December 31, 2002





<PAGE>






                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Global Assets and Services, Inc.
Tampa, Florida


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, 2002 and 2001, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2002 and 2001 and for the period from May 25, 1988 (inception) to December
31, 2002. 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, 2002 and 2001 and the
results of their operations and their cash flows for the years ended December
31, 2002 and 2001, and the period May 25, 1988 (inception) to December 31, 2002,
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.


Michael Johnson & Co., LLC
Denver, Colorado
March 17, 2003

/s/Michael Johnson & Co., LLC

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                                <C>                <C>

                                                                                        2002              2001
                                                                                   ----------------   -------------

ASSETS;

Current Assets:
    Cash                                                                               $ 1,365            $ 100
                                                                                   ----------------   -------------

        Total Current Assets                                                             1,365             100
                                                                                   ----------------   -------------

TOTAL ASSETS                                                                           $ 1,365            $ 100
                                                                                   ================   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable and Accrued Liabilities                                           $ 7,869         $ 36,162
                                                                                   ----------------   -------------

        Total Current Liabilities                                                        7,869           36,162
                                                                                   ----------------   -------------

Stockholders Equity:
    Common stock, $.001 par value, 100,000,000 shares
        authorized, 24,192,767shares issued and outstanding                              24,192           7,797
        in 2002, 7,797,767 shares outstanding in 2001
    Additional Paid-In Capital                                                        2,320,958         204,566
    Deficit accumulated during the
      development stage                                                              (2,351,654)       (248,425)
                                                                                   ----------------   -------------


        Total Stockholders Equity                                                        (6,504)        (36,062)
                                                                                   ----------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ 1,365           $ 100
                                                                                   ================   =============
</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 Developement Stage Company)
                            Statements of Operations

<S>                                                        <C>                        <C>                        <C>


                                                                                                                   May 25,
                                                                                                                    1988
                                                                        Year Ended                              (Inception) to
                                                                         December 31,                             December 31,
                                                                 2002                    2001                         2002
                                                                 ----                    ----                         ----

Revenue:
    Revenue                                                         $ -                      $-                     $ 846,545
    (Less) Cost of Sales                                              -                       -                      (336,524)
                                                           ------------               ---------                  ------------

Total Income                                                          -                       -                       510,021

Operating Expenses
    Doubtful Accounts                                                 -                       -                        34,469
    Consultants Fees                                          1,089,333                   3,400                     1,431,512
    Legal and Accounting Fees                                    18,391                  36,062                        97,083
    Advertising                                                       -                       -                        14,542
   Directors and Officers Fees                                  974,500                       -                       974,500
    Interest Expense                                                  -                       -                         8,577
    Telephone                                                     1,574                       -                        27,816
    Travel                                                        7,500                                                 7,500
    Rent                                                          4,426                       -                        47,096
    Other General Expenses                                        7,505                       -                       222,601
                                                           ------------               ---------                  ------------
Total Expenses                                                2,103,229                  39,462                     2,865,696
                                                           ------------               ---------                  ------------
Net Loss From Operations                                     (2,103,229)                (39,462)                   (2,355,675)
                                                           ------------               ---------                  ------------
Other Income
      Interest Income                                                 -                       -                         4,021
                                                           ------------               ---------                  ------------
Net Loss                                                   $ (2,103,229)              $ (39,462)                 $ (2,351,654)
                                                           ============               =========                  ============
Per Share Information:

Weighted average number
    of common shares outstanding                             17,374,017               4,397,767
                                                           ------------               ---------
Net Gain (Loss) per common share                                $ (0.12)                      *
                                                           ============               =========
* Less than $.01

</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)
<S>                                      <C>         <C>           <C>             <C>         <C>          <C>          <C>

                                                                                                            Deficit
                                             PREFFERED STOCKS          COMMON STOCKS        Additional   Accum. During     Total
                                                                                             Paid-In     Development   Stockholders'
                                        # of Shares    Amount       # of Shares   Amount     Capital         Stage         Equity
                                        -----------    ------       -----------   ------   -----------   ------------- -------------


Balance December 31, 1995                       -             -     3,575,268     $ 3,575        $ 87,810   $ (132,399)   $ (41,014)

Issuance for Merger                       693,221    55,556,100        66,533          67             (67)           -   55,556,100

Reverse merger                           (486,754)   (48,675,400)           -           -               -            -  (48,675,400)

Deduction other assets                          -    (6,763,122)            -           -               -            -   (6,763,122)

Loss for year                                   -             -             -           -               -      (72,473)     (72,473)
                                         --------    ----------    ----------      ------      ----------   ----------   -----------
Balance -  December 31, 1996              206,467       117,578     3,641,801       3,642          87,743     (204,872)       4,091
                                         --------    ----------    ----------      ------      ----------   ----------   -----------
Preferred Stock to Common Stock          (206,467)     (117,578)      755,966         755         116,823            -            -
                                         --------    ----------    ----------      ------      ----------   ----------   -----------
Loss for year                                   -             -             -           -               -       (4,091)      (4,091)
                                         --------    ----------    ----------      ------      ----------   ----------   -----------
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)
                                         ========    ==========    ==========     ========     ==========   ===========  ===========


</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

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

                                Indirect Method

<S>                                                                          <C>                   <C>                 <C>


                                                                                                                       May 25, 1988
                                                                                       Year Ended                     (Inception) to
                                                                                       December 31,                    December 31,
                                                                                 2002                 2001                 2002
                                                                                 ----                 ----                 ----

Cash Flows from Operating Activities:

     Net Loss                                                                $ (2,103,229)         $ (39,462)          $ (2,351,654)

     Issuance of common stock for services                                      1,454,537              3,400              1,457,937
     Adjustments to reconcile net loss to cash used in
        operating activities:
     Increase (decrease) in accounts payable                                      (28,293)            36,162                  7,869
                                                                               ----------            -------            ------------
Net Cash Used by Operating Activities                                            (676,985)               100               (885,848)
                                                                               ----------            -------            ------------
Cash Flows from Financing Activities:

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                                         676,250                  -                887,213
                                                                               ----------            -------            ------------
Net Increase in Cash & Cash Equivalents                                              (735)               100                  1,365

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                       $ -                  $ -                 $-
                                                                               ==========            =======            ============
     Cash paid for Income Taxes                                                   $ -                  $ -                 $-
                                                                               ==========            =======            ============
NON-CASH TRANSACTIONS
     Common stock issued in exchange for services                              $2,406,537            $ 3,400            $ 1,457,937
                                                                               ==========            =======            ============

</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>




                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


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.


The art, music and entertainment industries in which the Company is operating
are highly volatile and competitive. Accordingly, the Company is exposed to
significant risk in competing against other entities, who have greater resources
and experience.

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.

<PAGE>


                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002




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

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.

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                           $  705,496
         Valuation allowance                                          (705,496)
                                                                    ------------
         Net deferred tax assets                                    $        0
                                                                    ============

At December 31, 2002, the Company had net operating loss carryforwards of
approximately $2,351,654 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.


<PAGE>

                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


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, 2002, the Company
issued 16,395,000 shares of common stock for compensation for consulting fees
and cash.

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 - Cancellation of Preferred Stock:

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.

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 $6,504 and the Company has an
accumulated deficit at December 31, 2002 of $2,351,654.

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.

Note 7 - Subsequent Event:

On February 14, 2003 the Board of Directors met to authorize the issuance of
2,775,000 shares of common stock for management and consulting services.