SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB/A


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

For the fiscal year ended:  December 31, 2001

Commission File number:  33-41063-A and 000-30145

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

                            S.D.E. Holdings 3, Inc.
                             ----------------------
                                (Merged Entity)

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 ( )           No (X)


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>



Transitional Small Business Disclosure Format:

                           ______ Yes       ____X___ No

As of December 31, 2001, 7,797,767 shares of common stock and no shares of
preferred stock were outstanding. The aggregate market value of the Stock held
by non-affiliates of Registrant was none, due to no market
price.

     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                                         5
     Item 3.   Legal Proceedings                                               5
     Item 4.   Submission of Matters to a Vote of Security Holders             5


PART II

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


PART III

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


SIGNATURES                                                                    17

<PAGE>


                                     Part I

Item 1. Business.

General Description of Company
- ------------------------------

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

Television Broadcast Time
- -------------------------

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.

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
is for a new chaos  theory  encryption  software  package  suitable for internet
communications  and data security.  There is no assurance that this  transaction
will  ultimately  be  completed,  and as of the date of filing of this report on
Form 10KSB a definitive  Agreement  for this  Software  License has not yet been
executed.

The Focus  Systems new  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.

                                       3
<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 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.

On December 20, 2001, Global Assets & Services, Inc. executed its Plan of Merger
and Articles of Merger with S.D.E.  Holdings 3 Inc.  whereby it acquired 100% of
the outstanding stock of S.D.E.  Holdings 3 Inc. and merged with S.D.E. Holdings
3 Inc.  All  outstanding  shares of S.D.E.  Holdings 3 Inc.  were retired in the
merger. Global Assets & Services, Inc. is the surviving company.



                                  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, Norman Brander and Secretary, Sheryl B. Salvadore serve on an
as needed basis. These officers intend to devote only such time as necessary to
the business affairs of the Company. Norman Brander and Sheryl B. Salvadore are
not paid employees 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 1999.


                                       4
<PAGE>



Item 2. Properties.

In 2001, 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.

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
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


                           Common Stock              Common Stock
2000                       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, 2001, there are  approximately
239 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.


                                        5

<PAGE>



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

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

During fiscal year 2001, 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 September 30, 2001.
The Company has no current assets and no other assets at September 30, 2001.

         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
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 2001 compared to 2000
- -------------------------------------------

     Business  operations  were none and no revenues  were  generated in 2001 or
2000. 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,  2001,  the  Company  incurred
general and  administrative  expenses of $39,462 compared to no such expneses in
2000.  The net loss was ($39,462) in 2001 compared to no loss in 2000.  Loss per
share was ($.01) in 2001 and none in 2000.

                                       6
<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.

     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 $36,162,  all of which is current,  no cash, no assets, and no capital
commitments.  The  company is  negotiating  a software  license 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.

                                       7
<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.

Alessandri & Alessandri,  formerly  auditors for the Company,  were dismissed as
auditors,  due to the death of the  responsible  partner  in 1999. Alessandri  &
Alessandri  had not  performed  any  auditing  work for the company  since 1997.
Michael Johnson & Co.,LLC were engaged as auditors for Company in 2001.

The Change of  Accountants  was  approved  by the Board of  Directors.  No audit
committee exists other than the members of the Board of Directors

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, 1999, are
as follows:

         Name               Age              Position Held        Tenure
         ----               ---              -------------        ------

Thomas L. McCrimmon         58               President/Director   Since 2001
Bertram E Cutler            75               Secretary/Director   Since 2001


THOMAS L. MC CRIMMON (age 58),  President.  Mr. McCrimmon has been involved
in merger and  acquisition  work, SEC and  management  consulting to private and
public companies from 1976 through 1983 as the founder and owner of Bay Business
Consultants,  a business  brokerage and consulting  firm. Mr. McCrimmon has been
the President and founder of Florida Hi-Tech Capital,  Inc., Tampa,  Florida,  a
privately held financial management  consulting firm since 1984 to present. From
1988- April 2, 1990, Mr. McCrimmon was president of Paragon  Acquisitions Group,
Inc., a public  company  which  acquired  100%  interest in Sun Up Foods,  Inc.,
Benton,  Kentucky, a processor of citrus juice concentrate for resale to dairies
nationwide.  Mr. McCrimmon was President (1988 - March 1991) of Baystar Capital,
Inc., a public shell company which merged with American  Clinical  Laboratories,
Tampa,  Florida.  Mr.  McCrimmon  was  President  and a  Director  of  Strategic
Ventures,  Inc.  from  1991-2000.  In 2000,  Strategic  acquired and merged with
Internet Venture Group, Inc. and he remains as a Director to date.

                                       8
<PAGE>

     BERTRAM E. CUTLER (age 75)  Secretary.  Mr. Cutler  devotes as much time as
necessary to the business of the Company and assists Mr. McCrimmon 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.


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


                                        9

<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      1998          0          0             0                     0                  0            0                0
Brander,    1999          0          0             0                     0                  0            0                0
President   2000          0          0             0                     0                  0            0                0
(Resigned)
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Sheryl B.   1998          0          0             0                     0                  0            0                0
Salvadore,  1999          0          0             0                     0                  0            0                0
Secretary   2000          0          0             0                     0                  0            0                0
(Resigned)
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Thomas      1998          0          0             0                     0                  0            0                0
McCrimmon,  1999          0          0             0                     0                  0            0                0
President,  2000          0          0             0                     0                  0            0                0
Director
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Bertram     1999          0          0             0                     0                  0            0                0
Cutler,     2000          0          0             0                     0                  0            0                0
Secretary,  2001          0          0             0                     400,000            0            0                0
Director
=========   ====     =========     ========   ================       ===========        =============  =======       =============
Officers    1999          0          0             0                     0                  0            0                0
as a Group  2000          0          0             0                     0                  0            0                0
Secretary   2001          0          0             0                     0                  0            0                0

</TABLE>

                                       10

<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. Director, Norman Brander (Resigned)        0                 0                0                  0              0
B. Director, Sheryl B. Salvadore (Resigned)   0                 0                0                  0              0
C. President, Thomas McCrimmon                0                 0                0                  0              0
D. Secretary, Bertram Cutler                  0                 0                0                  0              0
E. Secretary, 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.

                                       11
<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, 2001, with
respect to the beneficial ownership of the Company's $.001 par value 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.


                                        12

<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                     Thomas L. McCrimmon                2,533,525                          32%
                           President and Director
                           3816 W. Linebaugh Ave.,
                           Tampa, FL 33624

Common                     Bertram E. Cutler                  1,520,000                          19%
                           Secretary/Treasurer/Director
                           3816 W. Linebaugh, Suite 200
                           Tampa, FL 33624

                           All Officers and                   4,053,525                          52%
                           Directors as a Group
                           (2 Persons)
</TABLE>

b)       Beneficial Owners of 5% or more of equity in the Company.

Thomas L. McCrimmon                   2,533,525                         32%
3816 W. Linebaugh Ave., #408
Tampa, FL  33624

Bertram E. Cutler                     1,520,000                         19%
3816 W. Linebaugh Ave., #408
Tampa, FL  33624


Item 12. Certain Relationships and Related Transactions.

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

        Scott Thomas received 200,000 for services rendered in December 2000.

        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,  (son of Thomas L.  McCrimmon)(200,000  shares)  Matthew
McCrimmon (100,000 shares)and Tina McCrimmon (100,000 shares) were issued shares
for services rendered in December 2001.


                                        13

<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

3. Financial Statements of S.D.E. Holdings 3, Inc. (Merger constituent with
Registrant).  For transitional period ended December 31, 2001.

<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

                                        14

<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


                                       15

<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 Letter of Intent                            Attached hereto.

10.24             Articles of Merger (Nevada)                          Attached hereto.

10.25             Articles of Merger (Florida)                         Attached hereto

</TABLE>


(b) Reports on Form 8-K. There were no reports on Form 8-K for the twelve month
period ended December 31, 2000.

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


                                       16

<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/Thomas McCrimmon
                                              ----------------------------------
                                              Thomas McCrimmon, 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/Thomas McCrimmon        President/Director                  May 9, 2002
- --------------------                                         ----------------
Thomas McCrimmon


/s/Bertram Cutler           Secretary/Director                  May 9, 2002
- ------------------                                           ----------------
Bertram Cutler



                                       17
<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, 2001





<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, 2001, and 2000, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2001 and 2000 and for the period from May 25, 1988 (inception) to December
31, 2001. 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, 2001 and 2000 and the
results of their operations and their cash flows for the years ended December
31, 2001 and 2000, and the period May 25, 1988 (inception) to December 31, 2001,
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 26, 2002

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                                <C>             <C>

ASSETS;

Current Assets:
    Cash                                                                              $ 100             $ -
                                                                                  -------------   -------------

        Total Current Assets                                                            100               -
                                                                                  -------------   -------------

TOTAL ASSETS                                                                          $ 100             $ -
                                                                                  =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

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

        Total Current Liabilities                                                    36,162               -
                                                                                  -------------   -------------

Stockholders Equity:
    Common stock, $.001 par value, 100,000,000 shares
        authorized, 7,797,767shares issued and outstanding                            7,797           4,397
        in 2001, 4,397,767 shares outstanding in 2000
    Additional Paid-In Capital                                                      204,566         204,566
    Deficit accumulated during the
      development stage                                                            (248,425)       (208,963)
                                                                                  -------------   -------------
                                                                                  -------------   -------------

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

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $ 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 & Entertainment, Inc.)
                          (A Development Stage Company)
                            Statements of Operations
                                                                                                               May 25,
                                                                                                                 1988
                                                                      Year Ended                             (Inception) to
                                                                      December 31,                            December 31,
                                                                2001                   2000                      2001
                                                                ----                   ----                      ----
<S>                                                          <C>                    <C>                          <C>

Revenue:
    Revenue                                                        $ -                    $ -                     $ 846,545
    (Less) Cost of Sales                                             -                      -                      (336,524)
                                                               -------              ---------                     ---------
Total Income                                                         -                      -                       510,021

Operating Expenses
    Doubtful Accounts                                                -                      -                        34,469
    Consultants Fees                                             3,400                      -                       342,179
    Legal and Accounting Fees                                   36,062                      -                        78,692
    Advertising                                                      -                      -                        14,542
    Interest Expense                                                 -                      -                         8,577
    Telephone                                                        -                      -                        26,242
    Rent                                                             -                      -                        42,670
    Other General Expenses                                           -                      -                       212,452
                                                               -------              ---------                     ---------
Total Expenses                                                  39,462                      -                       759,823
                                                               -------              ---------                     ---------
Net Loss From Operations                                       (39,462)                     -                      (249,802)
                                                               -------              ---------                     ---------
Other Income
      Interest Income                                                -                      -                         4,021
                                                               -------              ---------                     ---------
Net Loss                                                     $ (39,462)                   $ -                    $ (245,781)
                                                               =======              =========                     =========
Per Share Information:

Weighted average number
    of common shares outstanding                             4,426,100              4,397,767
                                                              --------              ---------
Net Gain (Loss) per common share                             $ (0.01)                  *
                                                              ========              =========
* Less than $.01

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

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

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

<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)
                                       =======     ==========     =========       ======       ========       ========   ===========

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


                                      F-4

<PAGE>
<TABLE>
<CAPTION>

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

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

                                                                                                                     May 25, 1988
                                                                                     Year Ended                     (Inception) to
                                                                                     December 31,                    December 31,
                                                                                2001                2000                 2001
                                                                                ----                ----                 ----

Cash Flows from Operating Activities:

     Net Loss                                                                 $(39,462)                $ -         $ (211,719)

     Adjustments to reconcile net loss to cash used in
        operating activities:
     Issuance of common stock for services                                       3,400                   -              3,400
     Increase in accounts payable                                               36,162                   -              2,100
                                                                                ------               -----          ---------
Net Cash Used by Operating Activities                                              100                   -           (206,219)
                                                                                ------               -----          ----------
Cash Flows from Financing Activities:

Issuance of common stock                                                             -                   -            208,963
                                                                                ------               -----          ----------
Net Cash Provided by Financing Activities                                            -                   -            208,963
                                                                                ------               -----          ----------
Net Increase in Cash & Cash Equivalents                                            100                   -              2,744

Beginning Cash & Cash Equivalents                                                    -                   -                  -
                                                                                ------               -----          ----------
Ending Cash & Cash Equivalents                                                   $ 100                 $ -            $ 2,744
                                                                                ======               =====          ==========

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                              $ 3,400                 $ -            $ 3,400
                                                                                ======               =====          ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                      F-5

<PAGE>

                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001


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 meet 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.

Basis of Presentation - Development Stage Company:

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


Cash and Cash Equivalents:

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

Use of Estimates:

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

                                      F-6

<PAGE>




                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001




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


Net Loss Per Share:

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

Other Comprehensive Income:

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


Note 2 - Federal Income Taxes:

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

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

Deferred tax assets
         Net operating loss carryforwards                        $  211,719
         Valuation allowance                                       (211,719)
                                                                 -----------
         Net deferred tax assets                                 $        0
                                                                 ===============

At December 31, 2001, the Company had net operating loss carryforwards of
approximately $211,719 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

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, 2001, the Company
issued 756,064 shares of common stock for compensation for consulting fees.

                                      F-7
<PAGE>








                        GLOBAL ASSETS AND SERVICES, INC.
                  (Formerly Art, Music and Entertainment, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001



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 $2,000 and the Company has an
accumulated deficit at December 31, 2001 of $211,719.

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

                                      F-8

<PAGE>
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                        For Year Ended February 28, 2001
                     and Ten-Months Ended December 31, 2001





<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
S.D.E. Holdings 3, Inc.
Boulder, CO

We have audited the accompanying balance sheets of S.D.E. Holdings 3, Inc., (a
development stage company), as of February 28, 2001 and the ten-months ended
December 31, 2001, and the related statements of operations, stockholders'
equity, and cash flows for the year ended February 28, 2001 and the ten-months
ended December 31, 2001 and for the period from January 19, 2000 (inception) to
December 31, 2001. 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 S.D.E. Holdings 3, Inc., (a
development stage company) as of February 28, 2001, and the ten-months ended
December 31, 2001 and the results of their operations and their cash flows for
the year ended February 28, 2001, and the ten-months ended December 31, 2001,
and the period January 19, 2000 (inception) to December 31, 2001, in conformity
with accounting principles generally accepted in the United States.

The financial statements for the period ended February 29, 2000 and the period
January 19, 2000 (inception) to February 29, 2000, were audited by other
accountants, whose report dated March 10, 2000, expressed an unqualified opinion
on those statements. They have not performed any auditing procedures since that
date.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the Note 5 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. 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
April 4, 2002

/s/Michael Johnson & Co., LLC
                                      F-9
<PAGE>
<TABLE>
<CAPTION>

                             S.D.E. HOLDINGS, INC.
                          A Development Stage Company)
                                 Balance Sheets
<S>                                                                      <C>               <C>              <C>



                                                                            Period             Year           Period
                                                                             Ended             Ended           Ended
                                                                           December 31,      February 28,    February 29,
                                                                             2001              2001            2000
                                                                         --------------    --------------   ------------

ASSETS;

Current Assets:
    Cash                                                                      $ -               $ -   -         $ -  -            -
                                                                         --------------    --------------   ------------

        Total Current Assets                                                             -                -              -
                                                                         --------------    --------------   ------------

TOTAL ASSETS                                                                  $ -               $ -   -         $ -  -            -
                                                                         ==============    ==============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable - Related Party                                              $ 20              $ 20           $ 20
                                                                         --------------    --------------   ------------

        Total Current Liabilities                                                     20                20            20
                                                                         --------------    --------------   ------------

Stockholders Equity:
    Common stock, $.001 par value, 25,000,000 shares
        authorized, 1,000,000 shares issued and outstanding                       1,000            1,000          1,000
    Stock subscription receivable                                                  (800)             (800)         (800)
    Deficit accumulated during the
      development stage                                                            (220)             (220)         (220)
                                                                         --------------    --------------   ------------
                                                                         --------------    --------------   ------------

        Total Stockholders Equity                                                    (20)              (20)          (20)
                                                                         --------------    --------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $ -               $ -   -         $ -  -            -
                                                                         ==============    ==============   ============
</TABLE>

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

                                      F-10

<PAGE>
<TABLE>
<CAPTION>

                            S.D.E. HOLDINGS 3, INC.
                         ( A Development Stage Company)
                            Statements of Operations


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



                                                                                                              January 19,
                                                  Ten-Months             Year               Period                2000
                                                    Ended               Ended                Ended           (Inception) to
                                                   December 31,      February 28,        February 29,         December 31,
                                                     2001                2001                2000                 2001
                                                ---------------     ---------------      --------------      ---------------

Revenue:
    Revenue                                           $ -                 $ -                 $ -                  $ -
                                                ---------------     ---------------      --------------      ---------------

Total Income                                                 -                   -                   -                    -
                                                ---------------     ---------------      --------------      ---------------

Operating Expenses
    General and Administrative                               -                   -                 220                  220
                                                ---------------     ---------------      --------------      ---------------

Total Expenses                                               -                   -                 220                  220
                                                ---------------     ---------------      --------------      ---------------

Net Loss                                              $ -                 $ -               $ (220)              $2(220)
                                                ===============     ===============      ==============      ===============

Per Share Information:

Weighted average number
    of common shares outstanding                     1,000,000           1,000,000              83,333
                                                ---------------     ---------------      --------------

Net Gain (Loss) per common share                      *                   *                    *
                                                ===============     ===============      ==============

* Less than $.01

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

                                      F-11

<PAGE>
<TABLE>
<CAPTION>

S.D.E. HOLDINGS 3, INC.
(A Development Stage Company)
Stockholders' Equity (Deficit)

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




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


Balance - January 19, 2000                         -           $ -              $ -             $ -              $ -            $ -

Issuance for cash 2/21/00                  1,000,000         1,000                -            (800)               -            200

Loss for Period                                    -             -                -                             (220)          (220)
                                           ---------        ------              ---          ------             ----            ----
Balance -  February 29, 2000               1,000,000         1,000                -            (800)            (220)           (20)
                                           ---------        ------              ---          ------             ----            ----
Loss for year                                      -             -                -               -                -               -
                                           ---------        ------              ---          ------             ----            ----
Balance -  February 28, 2001               1,000,000         1,000                -            (800)            (220)           (20)
                                           ---------        ------              ---          ------             ----            ----
Loss for period                                    -             -                -               -                -               -
                                           ---------        ------              ---          ------             ----            ----
Balance -  December 31, 2001               1,000,000       $ 1,000              $ -          $ (800)          $ (220)         $ (20)

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

                                      F-12

<PAGE>
<TABLE>
<CAPTION>

                            S.D.E. HOLDINGS 3, INC.
                         (A Development Stage Company)
                            Statements of Cash Flow

                                Indirect Method


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



                                                                                                                      January 19,
                                                                    Period            Year             Period             2000
                                                                    Ended            Ended             Ended         (Inception) to
                                                                   December 31,     February 28,      February 29,    December 31,
                                                                     2001             2001              2000              2001
                                                                 -------------    -------------     -------------    ---------------

Cash Flows from Operating Activities:

     Net Loss                                                         $ -              $ -          $ (220)             $ (220)
     Accounts payable                                                   -                -              20                  20
                                                                 -------------    -------------     -------------    ---------------

Net Cash Used by Operating Activities                                   -                -            (200)                (200)
                                                                 -------------    -------------     -------------    ---------------

Cash Flows from Financing Activities:

Issuance of common stock                                                -                -             200                  200
                                                                 -------------    -------------     -------------    ---------------

Net Cash Provided by Financing Activities                               -                -             200                  200
                                                                 -------------    -------------     -------------    ---------------

Net Increase in Cash & Cash Equivalents                                 -                -                 -                    -

Beginning Cash & Cash Equivalents                                       -                -                 -                    -
                                                                 -------------    -------------     -------------    ---------------

Ending Cash & Cash Equivalents                                        $ -              $ -               $ -               $    -
                                                                 =============    =============     =============    ===============


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

</TABLE>

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

                                      F-13

<PAGE>

                             S.D.E. HOLDINGS 3, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001


Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

S.D.E.  Holdings 3, Inc. (the  "Company"),  (a development  stage company),  was
organized  under the laws of the State of Nevada on January 19, 2000. The fiscal
year end is the last day of February.

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.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

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

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

Use of Estimates:

The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities 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.


                                      F-14

<PAGE>





                             S.D.E. HOLDINGS 3, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001



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


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 have been no
operations to date causing income for financial statement 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                      $         220
         Valuation allowance                                            (220)
                                                               --------------
         Net deferred tax assets                               $           0
                                                               ===============

At December 31, 2001, the Company had net operating loss carryforwards of
approximately $220 for federal income tax purposes. These carryforwards if not
utilized to offset taxable income will begin to expire in 2010.

Note 3 - Capital Stock Transactions:

The authorized capital stock of the Company is 25,000,000 shares of common stock
at $.001 par value. During the period ended December 31, 2001, the Company
issued no shares of common stock.



                                      F-15

<PAGE>







                             S.D.E. HOLDINGS 3, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001



Note 4 - Segment Information:

S.D.E.  Holdings 3, Inc. operates primarily in a single operating  segment,  the
capital raising business.

Note 5 - 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 has no
assets and an accumulated deficit at December 31, 2001 of $220.

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

                                      F-16
<PAGE>

Exhibit 10.1
                              ARTICLES OF MERGER
                                       OF
                         GLOBAL ASSETS & SERVICES, INC.
                             (A Florida corporation)
                                       and
                             S.D.E. HOLDINGS 3 INC.
                             (A Nevada corporation)

     The  Undersigned,  being  President  of Global  Assets & Services,  Inc., a
Florida  corporation  (Parent),  and the President of S.D.E.  Holdings 3 Inc., a
Nevada  corporation  (subsidiary)  (collectively  "the  constituent  entities"),
hereby certify as follows:

         1.    Pursuant to NRS 92A.180(a), a Plan of Merger has been approved by
               the board of  directors  of Global  Assets &  Services,  Inc.,  a
               Florida  corporation,  and  S.D.E.  Holdings  3  Inc.,  a  Nevada
               corporation.

         2.    The  approval  of  shareholders  of the  Constituent  Entities of
               Global Assets & Services,  Inc. and S.D.E. Holdings 3 Inc. is not
               required  under NRS  92A.180(1)  or Florida  Statutes  for either
               company.

         3.    Pursuant to NRS  92A.180(1),  Global  Assets & Services,  Inc., a
               Florida  corporation,  (parent  corporation) and owner of 100% of
               the issued and  outstanding  shares of S.D.E.  Holdings 3 Inc., a
               Nevada  corporation  (subsidiary),  has adopted a  Resolution  to
               merge the subsidiary S.D.E.  Holdings 3 Inc. into Global Assets &
               Services, Inc.

         4.    No Notice is necessary under NRS 92A.180(3).

         5.    No share conversion will occur. All outstanding  shares of Global
               Assets &  Services,  Inc.  will  remain  issued  and  outstanding
               without  change.  All shares of SDE  Holdings,  Inc.  are retired
               concurrent with merger.

         6.    Parent,  Global  Assets & Services,  Inc. owns 100% of the issued
               and outstanding stock of subsidiary SDE Holding, Inc. immediately
               prior to this merger.

         7.    The  complete  and  executed  Plan  of  Merger  is on file at the
               Registered  Offices of the corporation at 3816 W. Linebaugh Ave.,
               Suite 200, Tampa, FL 33624

         8.    The  effective  date  hereof   complies  with  Colorado   Revised
               Statutes.

         9.    There are no  amendments  to the  Articles  of  Incorporation  of
               Parent, Global Assets & Services, Inc.

                                        1


<PAGE>




         This merger is pursuant to Florida Statutes.

                  Effective this 19th day of December, 2001.

Global Assets & Services, Inc.                 S.D.E. Holdings 3 Inc.
a Florida corporation                          a Nevada corporation


By:  /s/ Thomas McCrimmon                      By:  /s/ M.A. Littman
     -----------------------------                  ----------------------------
Thomas McCrimmon, President/Secy                    Attorney in Fact for Scott
(Printed Name)                                      Deitler, President
                                                    (Printed Name)


State of Florida            )
                            ) ss.
County of Hillsborough      )

         On this 19th day of December, 2001, before me, a Notary Public,
personally appeared Thomas McCrimmon, President of Global Assets & Services,
Inc. and executed on this date the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporation as a duly
authorized director and officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                            /s/ Mary Fratto
                                            ------------------------------
                                            Notary Public
                                            Residing at __________________
                                            Commission NO. CC891535
SEAL
                                            My Commission Expires:  12/27/03


                                        2

<PAGE>


State of Colorado            )
                             ) ss.
County of Jefferson          )

     On this 20th day of December, 2001, before me, a Notary Public,  personally
appeared M.A. Littman as attorney in fact for Scott Deitler, President of S.D.E.
Holdings 3 Inc.  and  executed  on this date the  foregoing  instrument  for the
purposes therein contained,  by signing on behalf of the above named corporation
as a duly authorized director and officer.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                            /s/ Jodie L. Ball
                                            ------------------------------
                                            Notary Public
                                            Residing at:  7609 Ralston Road
                                                          Arvada, CO  80002

SEAL
                                            My Commission Expires:

                                                   6/16/03
                                            ------------------------

                                        3
<PAGE>


Exibit 10.2                   ARTICLES OF MERGER
                                       OF
                         GLOBAL ASSETS & SERVICES, INC.
                             (A Florida Corporation)
                                       AND
                              SDE HOLDINGS 3, INC.
                             (A Nevada Corporation)

     The Undersigned,  being, the President of Global Assets & Services,  Inc. a
Florida corporation, hereby certify as follows:

         1.  A merger has been approved by the boards of directors of Global
Assets & Services, Inc. a Florida corporation and its, wholly owned subsidiary,
SDE Holdings 3, Inc. a Nevada corporation, by resolutions.
         2.  Global Assets & Services, Inc. is the Parent and SDE Holdings 3,
Inc. is the wholly owned subsidiary.
         3.  No vote of Shareholders is necessary because 100% of the outstand-
ing shares of SDE Holdings 3, Inc. consisting of 10,000 common shares are owned
by Global Assets & Services, Inc. and

                  a)  The corporation, Global Assets & Services, Inc. is the
sole survivor and the name of the corporation will be Global Assets & Services,
Inc.
                  b)  The Articles of Incorporation of the surviving corporation
will not differ from Articles of Incorporation prior to merger
                  c) Each shareholder of the corporation whose shares were
outstanding immediately before the effective date of the merger will hold the
same number of shares, with identical designations, preferences, limitations and
relative rights immediately after the effective date of the merger.
                  d) The voting power of the number of shares outstanding
immediately after the merger will not be changed from that existing prior to the
merger since no shares are being issued as a result of the merger.
                  e) The number of participating shares outstanding immediately
after the merger is the same as immediately before the merger and there will be
no change in shares.
                  f) The Board of Directors of each corporation has adopted a
resolution approving the Plan of Merger, which is attached hereto as Exhibit A.

         4. The merger shall be effective on December 20, 2001 or as soon
thereafter as the Articles of Merger are filed with the Secretary of State of
Florida.

Global Assets & Services, Inc.

by:  /s/ Thomas McCrimmon
     ---------------------------
     President


<PAGE>



                  * * * * * * * * * * * * * * * * * * * * * * *

State of  Florida                    )
          --------------------------
                                     ) ss.
County of Hillsborough               )
          --------------------------

         On this 19th day of December, before me, a Notary Public, personally
appeared Thomas McCrimmon, President of Global Assets & Services, Inc., and
executed on this date the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporations as a duly
authorized officer.

         INWITNESS WHEREOF, I have hereunto set my hand and official seal.


                                     /s/ Mary Fratt
                                     ------------------------------------
                                     Notary Public

                                     Residing at: ____________________
                                     Commission No. CC891535

                                     My Commission expires December 27, 2003