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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

                                       or

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE TRANSITION PERIOD FROM ______________TO _______________.

                         COMMISSION FILE NUMBER 1-16187

                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

            DELAWARE                                        98-0215787
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


                          21098 BAKE PARKWAY, SUITE 100
                       LAKE FOREST, CALIFORNIA 92630-2163
          (Address, including zip code, of principal executive offices)

                                 (949) 470-9534
              (Registrant's telephone number, including area code)

   SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:  NONE.

   SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:  COMMON
                            STOCK, $0.0001 PAR VALUE.

     Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ ]

     Registrant's revenues for its most recent fiscal year were approximately
$859,205.

     The aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $2.3 million as of April 2,
2003 based upon the closing price on the OTC Bulletin Board reported for such
date.  This calculation does not reflect a determination that certain persons
are affiliates of the Registrant for any other purpose.

     The number of shares of the Registrant's Common Stock outstanding as of
April 2, 2003 was 28,733,411 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

   Transitional Small Business Disclosure Format (Check one):  Yes [_] No [X]
================================================================================


<PAGE>
                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
                                   FORM 10-KSB
                                      INDEX



                                                                            Page
                                                                            ----

                                     PART I

ITEM 1.     Business . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

ITEM 2.     Properties . . . . . . . . . . . . . . . . . . . . . . . . . .     9

ITEM 3.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .     9

ITEM 4.     Submission of Matters to a Vote of Security Holders. . . . . .    10

                                    PART II

ITEM 5.     Market for Common Equity and Related Stockholder Matters . . .    10

ITEM 6.     Management's Discussion and Analysis or Plan of Operation. . .    10

ITEM 7.     Financial Statements . . . . . . . . . . . . . . . . . . . . .    14

ITEM 8.     Change in and Disagreements With Accountants on Accounting . .    14
            and Financial Disclosure

                                    PART III

ITEM 9.     Directors and Executive Officers of Registrant . . . . . . . .    15

ITEM 10.    Executive Compensation . . . . . . . . . . . . . . . . . . . .    16

ITEM 11.    Security Ownership of Certain Beneficial Owners and Management    16
            and Related Stockholder Matters

ITEM 12.    Certain Relationships and Related Transactions . . . . . . . .    18

ITEM 13.    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .    18

ITEM 14.    Controls and Procedures. . . . . . . . . . . . . . . . . . . .    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20


                                        1
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                                     PART I

ITEM 1.  BUSINESS

GENERAL

     This Annual Report on Form 10-KSB (Annual Report) contains forward-looking
statements.  These forward-looking statements include predictions regarding our
future:

     -    revenues and profits;
     -    customers;
     -    strategic partners;
     -    research and development expenses;
     -    sales and marketing expenses;
     -    general and administrative expenses;
     -    liquidity and sufficiency of existing cash;
     -    technology and products;
     -    the outcome of pending or threatened litigation; and
     -    the effect of recent accounting pronouncements on our financial
          condition and results of operations.

     You can identify these and other forward-looking statements by the use of
words such as "may," "will," "expects," "anticipates," "believes," "estimates,",
"continues," or the negative of such terms, or other comparable terminology.
Forward-looking statements also include the assumptions underlying or relating
to any of the foregoing statements.

     Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set
forth below under the heading "Risk Factors."  All forward-looking statements
included in this document are based on information available to us on the date
hereof.  We assume no obligation to update any forward-looking statements.

     We develop, market, and sell software solutions and information services to
the insurance and construction industries.  Our software solutions and services
automate, integrate, manage and quicken claims processing and communication
among participants in claims handling process.

     Our mailing address and executive offices are located at 21098 Bake
Parkway, Suite 100, Lake Forest, California, 92630-2163.  Our telephone number
is (949) 470-9534. Our corporate website is www.bluebook.net.  Information
contained on the website is not a part of this Annual Report.

BACKGROUND

     The Registrant, The Bluebook International Holding Company ("Bluebook
Holding"), conducts virtually all of its business through its wholly owned
subsidiary, The Bluebook International, Inc., a Nevada corporation ("Bluebook
International").  The terms "we," "us," "our," or "Bluebook" refer to Bluebook
Holding and Bluebook International, as the context requires.  References in this
Annual Report to our business or operations and the like refer to Bluebook
International.  References to our securities, capitalization and the like refer
to Bluebook Holding.  All other references mean both companies collectively or
on a consolidated basis, as the context requires.

     Gama Computer Corporation ("Gama") was incorporated on December 18, 1997,
as a Delaware corporation.  Gama acquired Bluebook International, through an
exchange reorganization, effective as of October 1, 2001 followed by a merger of
Bluebook International into a wholly owned, transitory subsidiary.  As a result
of the exchange reorganization and merger, Bluebook International's shareholders
acquired control of Gama and Bluebook International became a wholly-owned
subsidiary of Gama.  Gama then changed its name on November 6, 2001 to The
Bluebook International Holding Company and its subsidiary changed its name to
Bluebook International, Inc.

     Bluebook International was incorporated in Nevada on December 5, 2000,
succeeding operations that began in 1964.  Daniel E. Josipovich and Dorothy E.
Josipovich, as sole proprietors under the trade name "The Bluebook of Cleaning,
Reconstruction and Repair Costs" and related names, sold all of the assets of
their business to Bluebook International effective as of September 15, 2001.


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<PAGE>
     Since 1964, THE BLUEBOOK (The Bluebook of Cleaning, Reconstruction and
Repair Costs) has been a standard reference for the insurance, cleaning,
construction, reconstruction, repair and service industries. The Bluebook has an
estimated readership of many thousands of readers and is widely known and
utilized by professionals in the insurance repair and related industries that
create cost estimates for residential and light commercial structures.  In 1982,
we introduced our first estimating software program, "B.E.S.T. (Bluebook
Estimating Software Technology)," which incorporated the Bluebook's proprietary
database.  B.E.S.T. uses the Bluebook's database and its industry specific
software tools to help automate and mobilize the claims process.

PRODUCTS AND SERVICES

     Our software solutions and information services are designed to improve
claims processing efficiency for the insurance and construction industries.
These solutions are targeted to insurers and others involved in claims,
including vendors and service providers.

     We believe our latest software solutions will expand the size and scope of
our target markets and enhance our revenue potential.  These software solutions
may open up many new options for utilizing our software platforms as an
installed or a remotely accessed software solution.  These solutions can also be
integrated as part of a larger enterprise solution that is designed to provide
the insurance industry with tools to manage and control its productivity,
personnel, pricing, vendors, reserves and claims payments at a reduced cost.

     For years, the insurance industry has been losing billions of dollars from,
among other things, undervaluation of premiums for property owners and increased
claim costs as a result of, among other things, delays in communications,
facilitation and management of the claims process.  We believe our software
solutions will help mitigate insurers' losses and to add premium revenue by
assisting in the process of accurately validating residential replacement costs
and providing solutions that are designed to more accurately price, process,
facilitate and manage  the claims process.

     We believe that the future market for claims management solutions will be
lead by the providers of products that simplify the management and facilitation
of the claims process while providing tools that provide the insurance industry
with better control over productivity, pricing, auditing, reserves and claims
payments.  As a result, many of our initiatives are aimed at making it easier
for insurers, vendors, policyholders, adjusters and contractors to communicate
and access claims information, integrating and delivering data across multiple
lines of insurance and reducing costs associated with claims handling
processing.

In addition to The Bluebook (Book), we offer the following principal software
solutions:

B.E.S.T. 7

     B.E.S.T. 7 is an in-field, stand-alone, portable residential and light
commercial estimating software solution for use on desktops, laptops, pen-based
units and the new tablet PCs.  B.E.S.T. 7 is also scalable for multi-user
environments.  With our built-in proprietary database, digital training
tutorial, estimating and industry specific tools, B.E.S.T. 7 provides the
estimator with hundreds of industry specific tools to estimate repair cost of
damage for various structures and contents loss.

Labor and Materials Database

     The B.E.S.T.7 program includes the Bluebook's 600,000 line component Labor,
Material and Equipment database with cost attributes for each price.  The
B.E.S.T.7 database is structured into an action specific layout with each trade
and includes Remove, Replace, Remove and Reset, Clean, Paint, Minimum Charge,
Repair and General Items with a Labor, Material and Equipment cost breakdown,
where applicable, for each associated line item price.

B.E.S.T.Net and B.E.S.T.Central

     B.E.S.T.Net (insurance claims facilitation) and B.E.S.T.Central (vendor hub
and links) together provide a structure and  format for delivering, managing and
controlling claims and related tasks.  B.E.S.T.Net incorporates the base
functionality to manage the communication and facilitation of the claims process
in a straight line and provide direct communication with insurance, construction
and related professionals across implemented lines of business.  B.E.S.T.Net,
with the proper integration, is designed to audit claim files prior to being
sent for payment that may offer return of investment to the insurance carrier by
helping mitigate overage and leakage.  We believe that B.E.S.T. Central and
B.E.S.T. Net will provide an advantage to subscribers of these systems.


                                        3
<PAGE>
InsurBASE

     Developed by Bluebook and Basis100 Inc., InsureBASE is a residential
property information system designed to help insurers mitigate the risks
associated with determining and maintaining accurate replacement cost and values
for residential properties in North America. This underwriting analytic tool
combines the power of Basis' leading automated property valuation technology
integrated with our industry known replacement cost database.  The result is a
product that generates, in most cases, a replacement cost for a residence within
seconds.  When available, InsureBASE may also provide current market value,
property characteristics and an array of neighborhood and other underwriting
information.  We believe that this product minimizes undervaluation and
distortion in ratings.

STRATEGIC PARTNERS

     We work with the following industry-leading companies to facilitate the
development and marketing strategy of our technologies, products and services:

Microsoft

      We are part of a Microsoft initiative in the financial services industry
called the Insurance Value Chain, or IVC.  We are a Microsoft Certified Partner.
The IVC may be marketed and promoted through existing internal Microsoft
channels, including partners that work today with the insurance industry. The
IVC was developed by Microsoft as part of a plan to deliver end-to-end claims
solutions to the insurance industry. The IVC technologies intend to deliver both
return on investment and short time to market with scalable, enterprise-level
solutions that will bypass or overcome the limitations of existing legacy
systems and provide cross-platform, multi line insurance solutions.  Microsoft
may also take an active role in deployment, implementation, integration and
support of our products and services as part of the IVC.

Hewlett-Packard

     We entered into an agreement with Compaq, which was subsequently acquired
by Hewlett-Packard, to promote jointly our B.E.S.T.Net and B.E.S.T.Central
solutions with Compaq's technology and services.  Compaq has agreed to promote
our products to its insurance customers through its existing insurance related
sales, marketing and distribution channels.  According to Compaq, it powers the
enterprise needs of nine of the top ten (by annual premium rank) US life
carriers and eight of the top ten (by annual premium rank) property and casualty
carriers.  Compaq is also expected to provide assistance with deployment,
implementation, integration and support.

Cisco

     Cisco accepted us into its IQ Eco system program. Through the IQ Eco
system, Cisco assists a small number of selected providers (such as Microsoft,
HP Compaq, AT&T and others) by offering integrating and marketing products to
Cisco customers. Cisco estimates that its technology is used by over 80 percent
of the insurance industry. As a member of this prestigious program, we plan to
work with Cisco to deliver our products and services to the insurance industry.

Basis100

     Basis100 and Bluebook jointly launched InsureBase, a replacement cost
calculator that combines Basis100's automated property valuation technology, or
AVN, and our proprietary replacement cost database.  Basis100 is a technology
solutions provider for the financial services industry and, according to
Basis100, a market leader in property valuation solutions.  This scalable
underwriting analytical tool is designed to mitigate risks associated with
determining and maintaining accurate replacement cost values for residential
purposes.

Intuit

     Our B.E.S.T.7 field estimating software integrates with Intuit's Quickbooks
accounting software program. We are one of a limited number of Intuit partners
in the construction and insurance industries.


                                        4
<PAGE>
DISTRIBUTION

     We market and sell our Bluebook and B.E.S.T.7 products primarily through
the mail, conventions and the Internet using the interactive sales tool on
Microsoft's terminal services solution.  B.E.S.T.Central and B.E.S.T.Net will be
sold by direct, on site demonstrations which, if there is interest, the process
of an Request for Proposal ("RFP") or a Proof of Concept ("POC") may be
submitted to Bluebook by the insurance carrier.   Independent vendors such as
policyholders, contractors and sub-contractors who desire to receive assignments
from insurance carriers utilizing our business tools, will be able to purchase a
compatible license to B.E.S.T.Net by using a portal connection or an integrated
version of the B.E.S.T.7 software. We plan to sell and deliver software updates
and upgrades using the Internet or by a Compact diskette would need to be
delivered.

CUSTOMERS

     Our existing base of users includes thousands of insurance companies,
contractors and service providers.  We continue sales of the Bluebook and have
begun sales of B.E.S.T.7 and InsureBASE.  We expect to demonstrate, test and
sell B.E.S.T.Net and B.E.S.T.Central on a national level and continue to work
with our existing client base and strategic partners as planned.  In each case,
we expect these arrangements to lead to licensing of our products.  We are in
discussions or have signed proof of concept agreements with ten insurance and
related companies for InsureBASE, B.E.S.T.7, B.E.S.T.Net or B.E.S.T.Central
products.

DEVELOPMENT OF PRODUCTS

     The industry in which we compete is subject to rapid technological
developments, evolving industry standards, changes in customer requirements and
new product introductions. As a result, our success depends, in part, on our
ability to continue to enhance our existing solutions and to develop and
introduce new solutions that improve performance and reduce total cost
associated with the insurance claim process. We have invested significantly in
product development. We continue to enhance and extend our products and to
increase the efficiency, performance and management capabilities of our claims
management solutions.

     For the years ended December 31, 2002 and December 31, 2001, we invested
$3,047,135 and $88,554 in development of our products, respectively.  These
costs were primarily for the development of our B.E.S.T.7, B.E.S.T.Net and
B.E.S.T.Central products.  We expect to maintain our high level of investment in
development of products; however, once the development of B.E.S.T.Net and
B.E.S.T.Central is complete, we expect our development costs to decrease.

COMPETITION

     The current and potential market for claims management solutions is
continuously evolving and subject to rapid technological change.  We believe our
primary competition is from Xactware, Inc., Marshall & Swift/Boeckh/DDS and
Simsol Software, Inc.  However, we are aware that none of these companies have
as comprehensive or as integrated a solution as we have designed.  Although we
believe that they may have some technological and development challenges, they
may develop products that are similar or competitive.  In addition, as part of
Microsoft's IVC, we have designed our technologies to bypass or integrate with
legacy systems.

     Some of our competitors have significantly greater human and financial
resources than we have.  As a result, these competitors could adopt more
aggressive pricing policies and devote greater resources to the development,
promotion and sale of their products.  These advantages could allow them to
respond more quickly to changes in customer and market requirements.  In
addition, some of our competitors may be able to leverage their existing
relationships to discourage these customers from purchasing additional products
from us.  These competitors may also be able to persuade our customers to
replace our products with their products.  Increased competition may result in
reduced product prices, lower gross margins, reduced profitability and reduced
market share.  We may not have the financial resources, technical expertise or
marketing, manufacturing, distribution and support capabilities to compete
successfully in the future.  There can also be no assurance that we will be able
to compete successfully against current or future competitors or that current or
future competitive pressures will not materially harm our business.


                                        5
<PAGE>
INTELLECTUAL PROPERTY AND ROYALTIES

     We rely on a combination of trademarks, copyrights and trade secrets that
we have used, in some cases, for nearly forty years.  We also rely on
confidentiality agreements and other contractual restrictions with employees and
third parties to establish and protect our proprietary rights.  Despite these
precautions, the measures we undertake may not prevent infringement of our
proprietary technology.  These measures may not preclude competitors from
independently developing products with functionality or features similar to our
products.

     We may receive in the future notice of claims of infringement of other
parties' proprietary rights.  Infringement or other claims could be asserted
against us in the future, and it is possible that past or future assertions
could harm our operations and financial condition.  Any such claims, with or
without merit, could be time-consuming, result in costly litigation and
diversion of technical and management personnel, cause delays in the development
and release of our products, or require us to develop non-infringing technology
or enter into royalty or licensing arrangements.  Such royalty or licensing
arrangements, if required, may require us to license back our technology or may
not be available on terms acceptable to us, or at all.  For these reasons,
infringement claims could materially harm our business.

     As part of the Amended and Restated Asset Purchase and Sale Agreement,
dated September 15, 2001, we are obligated to pay a royalty to Daniel E.
Josipovich and Dorothy E. Josipovich, co-founders of our business, in the amount
of 6% of net revenue, defined as the aggregate of all gross revenues, sales, and
receipts of whatever nature or kind received by us, less any returns, rebates,
discounts, allowances rejections and credits, and less the actual out-of-pocket
costs and expenses incurred, except depreciation, reserves, taxes, interest and
extraordinary expenses. As of December 31, 2002, under the above definition, we
had negative net revenue, therefore no royalty expenses were accrued.

     Blue Book for Adjusters & Contractors, DeeJay Advertising and Bluebook of
Cleaning, Reconstruction and Repair Costs (including logo) are our trademarks.
We further claim trademarks for B.E.S.T., B.E.S.T.Net and B.E.S.T.Central.  We
also own the following copyrights:  Adjuster/Contractor BlueBook Southern
California Edition, (C) 1979; "New" Bluebook for Adjusters & Contractors, (C)
1981;  The Bluebook for Agents, Adjusters and Contractors, (C) 1981, 1984;
Bluebook Estimating Systems Technology (C) 1982;  The Bluebook of Cleaning,
Reconstruction and Repair Costs, (C) 1989, 1997, 1999;  and  The Bluebook of
Cleaning, Reconstruction and Repair Costs, Pocket Editions, (C) 1989, 1999,
2000, 2001, 2002 and 2003.

GOVERNMENT REGULATIONS AND PROBABILITY OF AFFECTING BUSINESS

     Government regulation of the Internet, including new federal, state or
local taxation, could affect the distribution of our products and services over
the Internet.  We distribute our products and services over the Internet, and
any government regulation that increased the cost of such distribution could
have an adverse impact upon our net profits.

EMPLOYEES

     As of April 2, 2003, we had 12 full-time employees.  No employees are
represented by a labor union.  We have not experienced any work stoppages and
consider our relations with employees to be good.  Competition for technical
employees in the software industry continues to be significant.  We believe that
our success depends, in part, on our ability to hire, assimilate and retain
qualified personnel.  We cannot assure you that we will continue to be
successful at hiring, assimilating and retaining employees in the future.

RISK FACTORS

     WE ANTICIPATE FUTURE LOSSES AND MAY NOT BE ABLE TO ACHIEVE SUSTAINED
PROFITABILITY.

      We have incurred net losses in recent years and, as of December 31, 2002,
we had an accumulated deficit of  $1.6 million.  We anticipate that we will
continue to incur additional operating losses in the near term.  These losses
have resulted principally from expenses incurred in product research and
development and from sales and marketing and general and administrative
expenses.  Even if we achieve profitability, we may not be able to sustain or
increase profitability on a quarterly or annual basis. If we cannot achieve or
sustain profitability for an interim period, we may not be able to fund our
expected cash needs or continue our operations.


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<PAGE>
     WE ARE NOT GENERATING POSITIVE CASH FLOW FROM OPERATIONS AND MAY NEED
ADDITIONAL CAPITAL AND ANY REQUIRED CAPITAL MAY NOT BE AVAILABLE ON ACCEPTABLE
TERMS OR AT ALL.

     We have incurred negative cash flow from operations on an annual basis in
recent years.  Our financial plan for 2003 indicates that our cash on hand
should be sufficient to fund our operations through the third quarter of 2003,
excluding any development costs to complete B.E.S.T.Net and B.E.S.T.Central.  As
a result, we may raise additional capital or pursue alternative strategies.

     Our financial plan for 2003 indicates that our available cash, together
with cash from operations expected to be available, should be sufficient to fund
our operations through the third quarter of 2003.  Our financial plan for 2003
expects that we will reduce, but not eliminate, our negative cash flow from
operations, primarily through increased revenue and continued control over
operating expenses.  However, our actual results may differ from this plan, and
we may be required to consider alternative strategies.  We may need to raise
additional capital in the future.  If necessary, we expect to raise these
additional funds through one or more of the following: (1) sale of various
products or marketing rights; (2) licensing of technology; and (3) sale of
equity and debt securities.  If we cannot raise the additional funds through
these options on acceptable terms or with the necessary timing, management could
also reduce discretionary spending to decrease our cash burn rate and extend the
currently available cash.

     Additional capital may not be available on acceptable terms, if at all.
The public markets may remain unreceptive to equity financings, and we may not
be able to obtain additional private equity financing.  Furthermore, any
additional equity financing would likely be dilutive to stockholders, and
additional debt financing, if available, may include restrictive covenants which
may limit our currently planned operations and strategies.  If adequate funds
are not available, we may be required to curtail our operations significantly
and reduce discretionary spending to extend the currently available cash
resources, or to obtain funds by entering into collaborative agreements or other
arrangements on unfavorable terms, all of which would likely have a material
adverse effect on our business, financial condition and our ability to continue
as a going concern.

     FACTORS BEYOND OUR CONTROL MAY CAUSE OUR OPERATING RESULTS TO FLUCTUATE,
AND THIS FLUCTUATION COULD CAUSE OUR STOCK PRICE TO DECLINE.

     We believe that our future operating results will fluctuate on a quarterly
basis due to a variety of factors, including:

     - the introduction of new products by us or by our competitors;

     - our distribution strategy and our ability to maintain or expand
relationships with our existing user base and strategic partners;

     - market acceptance of our current or new products; and

     - competition and pricing pressures from competitive products.

     We have high operating expenses for personnel, new product development and
marketing.  If any of the factors listed above cause our revenues to decline,
our operating results could be substantially harmed.

     WE EXPECT TO EXPERIENCE VOLATILITY IN OUR STOCK PRICE, WHICH MAY AFFECT OUR
ABILITY TO RAISE CAPITAL IN THE FUTURE OR MAKE IT DIFFICULT FOR INVESTORS TO
SELL THEIR SHARES.

     The securities markets have experienced significant price and volume
fluctuations and the market prices of securities of many public technology
companies have in the past been, and can in the future be expected to be,
especially volatile. For example, in 2002 our closing stock price has ranged
from a low of $0.35 to a high of $7.00. Fluctuations in the trading price or
liquidity of our common stock may adversely affect our ability to raise capital
through future equity financings. Factors that may have a significant impact on
the market price and marketability of our common stock include:

     -    announcements of technological innovations or new products by us or by
          our competitors;

     -    our operating results;

     -    developments in our relationships with strategic partners;


                                        7
<PAGE>
     -    litigation;

     -    economic and other external factors; and

     -    general market conditions.

     In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted. If a securities class action suit is filed against us, we would
incur substantial legal fees and our management's attention and resources would
be diverted from operating our business in order to respond to the litigation.

     WE DEPEND ON KEY PERSONNEL FOR OUR FUTURE SUCCESS. IF WE LOSE OUR KEY
PERSONNEL OR ARE UNABLE TO ATTRACT AND RETAIN ADDITIONAL PERSONNEL, WE MAY BE
UNABLE TO ACHIEVE OUR GOALS.

     Our future success is substantially dependent on the efforts of our
management team, particularly Mark A. Josipovich, our Chairman and Chief
Executive Officer, and Daniel T. Josipovich, our Chief Operating Officer. The
loss of the services of members of our management may significantly delay or
prevent the achievement of product development and other business objectives.
Because of the specialized technical nature of our business, we depend
substantially on our ability to attract and retain qualified technical
personnel. There is intense competition among technology companies for qualified
personnel in the areas of our activities. Although we have employment agreements
with Mark A. Josipovich and Daniel T. Josipovich, each is an at-will employee,
which means that either party may terminate the employment at any time. If we
lose the services of, or fail to recruit, key technical personnel, the growth of
our business could be substantially impaired. We do not maintain life insurance
for any of our key personnel.

     WE HAVE LIMITED RESOURCES TO DEVOTE TO PRODUCT DEVELOPMENT AND
COMMERCIALIZATION. IF WE ARE NOT ABLE TO DEVOTE ADEQUATE RESOURCES TO PRODUCT
DEVELOPMENT AND COMMERCIALIZATION, WE MAY NOT BE ABLE TO DEVELOP OUR PRODUCTS.

     Our strategy is to develop software solutions addressing claims management.
We believe that our revenue growth and profitability, if any, will substantially
depend upon our ability to:

     -    improve market acceptance of our current products;

     -    complete development of new products; and

     -    successfully introduce and commercialize new products.

     We have introduced some of our software products only recently and some of
our products are still under development. Among our recently introduced products
is B.E.S.T.7.  We currently have under development B.E.S.T.Net and
B.E.S.T.Central.  Because we have limited resources to devote to product
development and commercialization, any delay in the development of one product
or reallocation of resources to product development efforts that prove
unsuccessful may delay or jeopardize the development of our other product
candidates. If we fail to develop new products and bring them to market, our
ability to generate additional revenue will decrease.

     In addition, our products may not achieve satisfactory market acceptance,
and we may not successfully commercialize them on a timely basis, or at all. If
our products do not achieve a significant level of market acceptance, demand for
our products will not develop as expected.

     WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY, WHICH COULD RENDER OUR
PRODUCTS OBSOLETE OR SUBSTANTIALLY LIMIT THE VOLUME OF PRODUCTS THAT WE SELL.
THIS WOULD LIMIT OUR ABILITY TO COMPETE AND ACHIEVE PROFITABILITY.

     Our competitors may develop or market technologies or products that are
more effective or commercially attractive than our current or future products or
that would render our technologies and products obsolete. Further, additional
competition could come from new entrants to the claims management market.
Moreover, we may not have the financial resources, technical expertise or
marketing, distribution or support capabilities to compete successfully. If we
fail to compete successfully, our ability to achieve sustained profitability
will be limited.


                                        8
<PAGE>
     WE MAY BE UNABLE TO SUCCESSFULLY MARKET AND DISTRIBUTE OUR PRODUCTS AND
IMPLEMENT OUR DISTRIBUTION STRATEGY.

     The market for claims management solutions is highly fragmented.  We market
and sell our products primarily through the mail, conventions and the Internet.
We may not successfully develop and maintain marketing, distribution or sales
capabilities.  If our marketing and distribution strategy is unsuccessful, our
ability to sell our products will be negatively impacted and our revenues will
decrease.

     WE MAY FACE COSTLY INTELLECTUAL PROPERTY DISPUTES.

     Our ability to compete effectively will depend in part on our ability to
develop and maintain proprietary aspects of our technology and either to operate
without infringing the proprietary rights of others or to obtain rights to
technology owned by third parties. We rely on trade secrets, technical know-how
and continuing invention to develop and maintain our competitive position.
Others may independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to our trade secrets.

     We may become subject to intellectual property infringement claims and
litigation.  The defense of intellectual property suits, proceedings, and
related legal and administrative proceedings are costly, time-consuming and
distracting. We may also need to pursue litigation to protect trade secrets or
know-how owned by us, or to determine the enforceability, scope and validity of
the proprietary rights of others. Any litigation will result in substantial
expense to us and significant diversion of the efforts of our technical and
management personnel. Any adverse determination in litigation could subject us
to significant liabilities to third parties. Further, as a result of litigation
or other proceedings, we may be required to seek licenses from third parties
that may not be available on commercially reasonable terms, if at all.

ITEM 2.  PROPERTIES

     Our principal administrative, sales and marketing, customer support, and
research and development facilities are located in approximately 3,732 square
feet of leased office space in Lake Forest, California.  The lease of this
facility will expire on July 31, 2004.  We do not have any policies with respect
to investments in real estate or interests in real estate, real estate mortgages
or securities of or interests in persons primarily engaged in real estate
activities.

ITEM 3.  LEGAL PROCEEDINGS

     As a general matter, we are subject to various legal proceedings, claims,
and litigation that arise in the normal course of our business.  While the
outcome of these matters is currently not determinable, we do not expect that
the ultimate costs to resolve these matters will have a material adverse effect
on our financial position, results of operations, or cash flows.

     Bluebook is named a defendant in Mason Yamashiro v. Bluebook International
Holding Company, Inc., et al., Orange County Superior Court Case No. 02CC14478.
This litigation arises from a stock purchase agreement and put agreement that
the plaintiff entered into with a third party to purchase stock in Bluebook
Holding.  Plaintiff alleges that the other defendants were acting as Bluebook
Holding's agents in carrying out the acts and in failing to perform certain acts
alleged in the amended complaint.  Thus, plaintiff alleges that Bluebook Holding
and/or its alleged agents failed to perform under the agreements and that
Bluebook Holding, through its representatives, issued fraudulent statements to
induce the plaintiff to enter into the agreements.  The plaintiff also alleges
that Bluebook Holding breached the fiduciary duties it allegedly owed plaintiff
as a result of his status as a shareholder.  Our transfer agent, Global
Securities Transfer, Inc., is also named as a defendant and has filed a
cross-complaint that seeks indemnity from Bluebook.  We intend to defend these
claims vigorously.

     Bluebook is also named as a defendant in Morris Diamond, et al. v. The
Bluebook International Holding Company, New York Supreme Court, Monroe County
Case No. 1204/03.  In the Diamond case, plaintiffs allege that Bluebook
wrongfully withheld the issuance and delivery of plaintiffs' Bluebook Holding
shares, thereby damaging plaintiffs in the loss of the value of their Bluebook
stock.  Bluebook has no record of any stock ownership for one of the plaintiffs
and, pending discovery, believes there is no basis for any claim against
Bluebook.  Bluebook does not dispute the stock ownership of the other
plaintiffs. However, the transfer agent's records show that certificates
representing those shares were delivered to plaintiffs, but plaintiffs claim
that they do not have them and are seeking to have them re-issued free of any
restrictive legends. Plaintiffs claim that they acquired "free-trading" shares
in a private placement by Gama. We are in active settlement discussions with
plaintiffs but will defend this suit fully if it proceeds.


                                        9
<PAGE>
     In the The Mentor Group v. Bluebook International, Inc., et al. L.A.S.C.
Case No. BC 289914, The Mentor Group filed a complaint on February 6, 2003
against Bluebook alleging causes of action for (1) common count, (2) account
stated, (3) breach of written contract, and (4) breach of oral contract based on
The Mentor Group's allegation that Bluebook owes $23,000 for labor and services
provided to Bluebook by The Mentor Group.  Bluebook has filed an answer to the
complaint that denies the allegations in the complaint.  Bluebook intends to
defend this action.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  fiscal  2002.


                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock is traded on the OTC Bulletin Board under the symbol
"BBIC." The following table sets forth the high and low closing prices of the
common stock for the quarters indicated as quoted on the OTC Bulletin Board.

<TABLE>
<CAPTION>
                               2001               2002
                         High       Low      High       Low
<S>                     <C>        <C>       <C>       <C>
     First Quarter      $ 0.37(1)  $0.25     $7.00     $4.85
     Second Quarter     $ 1.18     $1.05     $6.75     $2.05
     Third Quarter      $ 8.60     $1.05     $2.20     $1.20
     Fourth Quarter     $14.00(2)  $4.75     $1.10     $0.35

<FN>
     Notes
     -----
     1.   Trading under ticker symbol GMPC.
     2.   Trading under ticker symbol BBIC as of November 9, 2001.
</TABLE>

     The above quotations represent prices between dealers without adjustments
for retail markups, markdowns or commissions and may not represent actual
transactions.

     According to the records of our transfer agent, we had 159 shareholders of
record of our common stock at April 2, 2003.

     We have never declared or paid any cash dividends on our capital stock and
do not anticipate paying any cash dividends on our common stock in the
foreseeable future.  We currently expect to retain future cashflows to finance
our operations and fund the growth of our business. Any payment of future
dividends will be at the discretion of our Board of Directors and will depend
upon, among other things, our earnings, financial condition, capital
requirements, level of indebtedness, contractual restrictions in respect to the
payment of dividends and other factors that our Board of Directors deems
relevant.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the Consolidated
Financial Statements and supplementary data referred to in Item 7 of this Form
10-KSB.

     This discussion contains forward-looking statements that involve risks and
uncertainties. Such statements, which include statements concerning future
revenue sources and concentration, selling, general and administrative expenses,
research and development expenses, capital resources, additional financings and
additional losses, are subject to risks and uncertainties, including, but not


                                       10
<PAGE>
limited to, those discussed above in Item 1 and elsewhere in this Form 10-KSB,
particularly in "Risk Factors," that could cause actual results to differ
materially from those projected. The forward-looking statements set forth in
this Form 10-KSB are as of April 15, 2003, and we undertake no duty to update
this information.

RECENT EVENTS

     We recently terminated the Consulting Services Master Agreement between
Cotelligent and Bluebook International under which Cotelligent was required to
complete and initially deliver B.E.S.T.Net to us in August 2002.  We took this
action because we lost confidence in Cotelligent's ability to complete
development of these products after many months of delays.  In March 2003,
Cotelligent refused to continue further development work unless we agreed to pay
over $400,000 in invoices, which exceed the total project cost provided in the
Consulting Agreement.  We dispute that any further amounts are due under the
Consulting Agreement.  As a result, our launch of B.E.S.T.Net and
B.E.S.T.Central was delayed and revenues from sales of these products were not
realized when expected.  We have engaged a Microsoft Certified Partner to
complete development of B.E.S.T.Net and B.E.S.T.Central products and have
obtained an estimate of $275,000 to $350,000 to complete their development.  We
may seek to recover this amount from Cotelligent; however, there can be no
assurance that we will successfully recover these costs.

RESULTS OF OPERATION

     Revenues.  Our revenues are derived primarily from sales of our B.E.S.T.
software products and the Bluebook handbook.  Net revenues for the year ended
December 31, 2002 were $859,205, an increase of 24 percent compared with net
revenues of $694,097 for the year ended December 31, 2001.  Revenue from the
sales of B.E.S.T software products was $573,873 for the fiscal year ended 2002
as compared to $505,196 for the year ending 2001, an increase of $68,677 or 14%.
This increase is the result of  an increase in unit sales of our software
products.  Revenue from the sales of The Bluebook handbook was $285,332 for the
year ended 2002 as compared to $188,901 for the year ended 2001, an increase of
$96,431 or 51%.   This increase is the result of an increase in unit sales of
the Bluebook handbook.  Historically, sales of the Bluebook handbook were the
principal source of our revenues.  With our latest generation technologies,
including B.E.S.T.7, InsureBase, B.E.S.T.Net and B.E.S.T.Central software
solutions, we expect revenues from these software solutions to grow.  As a
result, although we believe sales of the Bluebook handbook will continue to
expand, revenues from these software solutions are expected to become the
principal sources of our total revenue.

     Although our revenue is not currently concentrated among a relatively small
number of customers, we expect that a significant portion of our future revenues
will come from sales of new products, B.E.S.T.Net and B.E.S.T.Central, to a
relatively small number of customers.  Therefore, the loss of any one
significant customer, or a decrease in the level of sales to any one significant
customer, could seriously harm our financial condition and results of
operations.

     Operating Expenses.  Selling, general and administrative expenses for the
year ended December 31, 2002 were $1,756,467, an increase of $739,951 or 65%
compared to $1,016,516 for the year ended December 31, 2001.  Selling, general
and administrative expenses consist primarily of salaries and related expenses
for personnel engaged in marketing and sales, corporate executives, human
resources, professional fees, corporate legal expenses, other corporate expenses
and facilities expenses.  The increase in selling, general and administrative
expenses was primarily due to the expansion of our sales and marketing group,
increased direct selling expenses, additional headcount and other expenses
necessary to manage and support increased levels of business activity.  We
believe that continued investment in sales and marketing is critical to the
success of our strategy to expand relationships with our strategic partners and
existing base of users of our products, including insurance companies,
contractors and service providers to the insurance and related industries.  We
currently anticipate that selling, general and administrative expenses in fiscal
year 2003 will increase in absolute dollars.  We expect operating expenses to
increase more slowly than revenue increases.

     Depreciation and amortization was $106,674 for the year ended December 31,
2002, an increase of $12,421 or 13% compared to $94,253 for the year ended
December 31, 2001.  The increase was primarily due to additional assets that
were acquired in 2002, including software, office equipment and new furniture
and fixtures for our new office.  We expect our depreciation and amortization to
increase in 2003 as the result of amortization of B.E.S.T.Net and
B.E.S.T.Central, which we anticipate will be completed and ready for sale by the
end of the second quarter of 2003.


                                       11
<PAGE>
     Net Loss.  We had a net loss of  $1,003,938 for the year ended December 31,
2002, compared to a net loss of $538,283 for the year ended December 31, 2001.
The increase in net loss is primarily attributable to increased selling, general
and administrative expenses and depreciation and amortization.

LIQUIDITY AND CAPITAL RESOURCES

     We have incurred negative cash flow from operations in recent years.  As of
December 31, 2002 we had cash of  $1,528,773 and an accumulated deficit of
$1,591,151.  Our 2002 negative operating cash flows were funded primarily
through the sale of various products and a private financing.

     As a result of the delays in completing development of B.E.S.T.Net and
B.E.S.T.Central, revenues from sales of those products and services have been
delayed, and we will need to secure additional working capital until revenues
from such sales are realized.  (See "Recent Events.") We believe that we have
sufficient cash to fund our operations through the third quarter of 2003,
excluding any costs associated with outside vendors to complete the development
of B.E.S.T.Net and B.E.S.T.Central.  We have received an estimate to complete
the work on B.E.S.T.Net and B.E.S.T.Central of $275,000 to $300,000.
Accordingly, we are actively seeking to raise additional capital through sales
of equity or debt securities to fund the completion of these products and
services.  We are optimistic that we will be able to obtain such funding.
However, if we are not successful in raising sufficient additional working
capital, we can reduce operating expenses through reductions in sales and
development personnel and other steps to restructure our operations.  Although
we do not expect to incur significant adverse impact on sales and development of
our current products and services from such cost reductions, our development of
additional products and services would likely be adversely affected or suspended
altogether.

     In August and December of fiscal year 2002, we obtained net proceeds of
approximately $4.5 million in a private financing from Cotelligent after
investment banking and other costs. The total purchase price was paid for by
Cotelligent with a combination of cash of $2,444,680, and services and
extinguishment of $2.1 million of outstanding accounts payable. In connection
with this financing, we also entered into the Consulting Agreement with
Cotelligent under which Cotelligent was to complete development of B.E.S.T.Net
and B.E.S.T.Central, which has recently been terminated. (See "Recent Events.")
Prior to termination of the Consulting Agreement, we paid Cotelligent $2,413,375
for its services.

     Our business plan projects positive cash flow from operations and positive
net earnings in fiscal year 2004.  If we meet our current development and sales
efforts of B.E.S.T.Net and B.E.S.T.Central, or if we meet our projected sales
targets of B.E.S.T.7, we believe we will have sufficient working capital from
these sales to fund operations going forward.  If these sales are delayed or
fall short of our expectations, we will need to raise additional capital to meet
this shortfall, reduce the number of employees dedicated to marketing and
product development or make other operating cost reductions.  We believe we can
remain in operations and cut operating costs; however, the development of
B.E.S.T.Net, B.E.S.T.Central and future products and marketing efforts would be
adversely affected.

     Net cash used in operating activities was $173,249 in the year ended
December 31, 2002, compared to $689,645 used in operating activities for the
year ended December 31, 2001. The decrease in net cash used in operating
activities is primarily attributable to an increase in accounts payable in 2002.

     Net cash used in investing activities for the year ended December 31, 2002
totaled $979,480 and was primarily the result of $947,144 invested in program
development and $24,961 in purchases of property and equipment.  Net cash used
in investing activities for the year ended December 31, 2001 totaled $176,883
and was primarily the result of $88,554 invested in program development, $47,465
in purchases of property and equipment and $36,702 in purchase of intangible
assets.  Net cash provided by financing activities for the year ended December
31, 2002 was $2,444,680 and resulted from net proceeds of our sale of Series C
Convertible Redeemable Preferred Stock, compared to $940,000 for the year ended
December 31, 2001, which resulted from net proceeds of our sale of Series B
Preferred Stock.


                                       12
<PAGE>
CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The preparation of these Consolidated Financial Statements and related
disclosures requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  We evaluate, on an on-going basis, our
estimates and judgments, including those related to the useful life of the
assets and deferred revenue.  We base our estimates on historical experience and
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.

     The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results that we report in
our Consolidated Financial Statements.  The SEC considers an entity's most
critical accounting policies to be those policies that are both most important
to the portrayal of a company's financial condition and results of operations
and those that require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about matters that
are inherently uncertain at the time of estimation.  We believe the following
critical accounting policies, among others, require significant judgments and
estimates used in the preparation of our Consolidated Financial Statements:

     -    Revenue recognition; and

     -    Computer software to be sold, leased or otherwise marketed

     We account for internally developed and purchased software in program
development costs in accordance with Statement of Financial Accounting Standard
No. 86 (SFAS No. 86), "Accounting for the Costs of Computer Software to Be Sold,
Leased, or Otherwise Marketed."  The capitalization of computer software begins
upon the establishment of technological feasibility of the product, which we
have defined as the completion of beta testing of a working product.  Costs of
purchased computer software that has no alternative future use is accounted for
in the same manner as the costs incurred to internally develop such software.
Costs of purchased computer software is capitalized and accounted for in
accordance with its use. Capitalized costs include only (1) external direct
costs of material and services consumed in developing or obtaining internal-use
software, and (2) payroll and payroll-related costs for employees who are
directly associated with and who devote time to the internal-use software
project. Capitalization of such costs ceases no later than the point at which
the project is substantially complete and ready for its intended purpose.

     Research and development costs and other computer software maintenance
costs related to software development are expensed as incurred.  Software
development costs are amortized using the straight-line method over the expected
life of the product.

     We regularly review the carrying value of software and development to
determine if there has been an impairment loss that needs to be recognized.

     Revenue is recognized when earned.  Our revenue recognition policies for
our existing revenues are in compliance with American Institute of Certified
Accountants Statements of Position 97-2 and 98-4, "Software Revenue
Recognition." Revenue from sales of The Bluebook and other ancillary products is
recorded when the products are shipped.  Revenue from the sale of a license
agreement is recognized ratably on a straight-line basis over the product's life
cycle.   Certain contracts specify separate fees for the software and the
ongoing fees for maintenance and other support. If sufficient verifiable
objective evidence of the fair value of each element of the arrangement exists,
the elements of the contract are unbundled and the revenue for each element is
recognized as appropriate. Revenue received or receivable in advance of
performance of services is deferred and included in deferred revenue.

RECENT ACCOUNTING PRONOUNCEMENTS

     In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations.  SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made.  The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset.  SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002.  We believe the adoption of this Statement will have no material
impact on our financial statements.


                                       13
<PAGE>
     In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell, whether reporting in continuing operations or in discontinued
operations.  Therefore, discontinued operations will no longer be measured at
net realizable value or include amounts for operating losses that have not yet
occurred.  SFASB 144 is effective for financial statements we issued for fiscal
years beginning after December 15, 2001 and, generally, are to be applied
prospectively.  We believe the adoption of this Statement will have no material
impact on our financial statements.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs."  SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets.  Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel.  Under SFAS 146, we will
record a liability for a cost associated with an exit or disposal activity when
that liability is incurred and can be measured at fair value. SFAS 146 will
require us to disclose information about its exit and disposal activities, the
related costs, and changes in those costs in the notes to the interim and annual
financial statements that include the period in which an exit activity is
initiated and in any subsequent period until the activity is completed.  SFAS
146 is effective prospectively for exit or disposal activities initiated after
December 31, 2002, with the earlier adoption encouraged.  Under SFAS 146, a
company cannot restate its previously issued financial statements and the new
statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3. We believe the
adoption of this Statement will have no material impact on our financial
statements.

     In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, "Accounting for Stock-Based Compensation-Transaction and Disclosure -
an amendment of FASB Statement No. 123," ("SFAS 148").  SFAS 148 amends FASB
Statement No. 123, "Accounting for Stock Based Compensation" ("SFAS 123") and
provides alternative methods for accounting for a change by registrants to the
fair value method of accounting for stock-based compensation.  Additionally,
SFAS 148 amends the disclosure requirements of SFAS 123 to require disclosure in
the significant accounting policy footnote of both annual and interim financial
statements of the method of accounting for stock based compensation and the
related pro forma disclosures when the intrinsic value method continues to be
used.  The statement is effective for fiscal years beginning after December 15,
2002, and disclosures are effective for the first fiscal quarter beginning after
December 15, 2002. We believe the adoption of this Statement will have no
material impact on our financial statements.

ITEM 7.    FINANCIAL STATEMENTS

     The financial statements and supplemental data required by this Item 7
appear in a separate section of this Form 10-KSB as Exhibit 99.1.

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

     Effective November 4, 2002, we approved a change in our independent public
accountants for the year ended December 31, 2002, from Good Swartz Brown & Berns
LLP to Weinberg & Company, P.A.

     We did not consult with Weinberg & Company, P.A. during the fiscal years
ended December 31, 2000 and 2001, and the interim period from December 31, 2001
through July 30, 2002, with respect to (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements or (ii) any
matter that was the subject of any prior disagreement between us and our
previous independent accountant.

     The report of Good Swartz Brown & Berns LLP for the years ended December
31, 2000 and December 31, 2001 contained no adverse opinions, disclaimer of
opinion or qualification or modification as to uncertainty, audit scope or
accounting principles. During the fiscal years ended December 31, 2000 and 2001,
and the interim period from December 31, 2001 through November 4, 2002, there
were no disagreements between us and Good Swartz Brown & Berns LLP on any
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Good Swartz
Brown & Berns LLP, would have caused it to make reference to the subject matter
of the disagreement in connection with its report. No event described in
paragraph (a)(1)(iv) of Item 304 of Regulation S-B has occurred within our
fiscal years ended December 31, 2000 and 2001, or the period from December 31,
2001 through November 4, 2002.


                                       14
<PAGE>
                                    PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

     The following table sets forth information regarding our directors and
executive officers as of April 2, 2003:

<TABLE>
<CAPTION>
Name                  Age               Position                Director Since
--------------------  ---  -----------------------------------  --------------
<S>                   <C>  <C>                                  <C>
Mark A. Josipovich     36  Chief Executive Officer, President,            2001
                           Treasurer and Principal
                           Accounting Officer, Chairman of
                           the Board
Daniel T. Josipovich   37  Chief Operating Officer and                    2001
                           Director
Clinton L. Hubbard     55  Director                                       2001
Paul D. Sheriff        38  Director                                       2001
David M. Campatelli    35  Director                                       2001
</TABLE>

     There are no family relationships between any director and executive
officer, except Mark A. Josipovich and his brother Daniel T. Josipovich.

     Mark A. Josipovich, Chief Executive Officer and President, has been the
entrepreneurial driver of Bluebook's strategic initiatives for the past 15
years.  His responsibilities included guiding the progress of projects through
various milestones to ensure conformity; negotiating contractual agreements;
supporting the sales operation by assisting in the pre-sale process;
coordinating and preparing proposals and performing ancillary administrative
functions.  He has held various positions with Bluebook including management of
marketing, staffing, day-to-day operations and product development.

     Daniel T. Josipovich, Chief Operating Officer, designed, directed and
managed development of Bluebook's most innovative products for the past 21
years.  He is also directly involved in marketing. Like his brother Mark, Dan
has held various positions with Bluebook including management of marketing,
staffing, day-to-day operations and product development.

     Clinton L. Hubbard, Director, has been engaged in the practice of law since
1978 as a trial attorney specializing in business disputes involving corporate,
partnership and other business entities, as well as all aspects of real estate
litigation.   Mr. Hubbard also served in the U.S. military from 1970 through
1990 as an Infantry Officer, Judge Advocate, and Reserve Officer where he
obtained the rank of Lieutenant Colonel.

     Paul D. Sheriff, Director, has over 17 years' experience programming
business applications.  In 1991, Mr. Sheriff founded PDSA, Inc., a computer
consulting company specializing in high quality custom software. PDSA, Inc. is a
Microsoft Certified Partner.

     David M. Campatelli, Director, is currently a Spanish and English
Instructor at Long Beach Unified School District, Long Beach, California.  Mr.
Campatelli also currently serves as a Teacher and Consultant with the California
Reading and Literature Project in San Diego, California, and lectures, teaches
and trains for primary language institutes throughout the State of California.

     We have not received a copy of a Form 3 and to the best of our knowledge a
Form 3 has not been filed with the SEC for Leonard Viejo, Clinton Hubbard, Paul
Sheriff, and David Campatelli, since each became an officer or director. We have
requested that each such person file a Form 3 in accordance with Section 16(a)
of the Exchange Act. Mark Josipovich, Daniel T. Josipovich, Daniel and Dorothy
E. Josipovich have not filed a Form 5 to reflect changes in beneficial ownership
as a result of the retirement of an aggregate 10 million shares of common stock.


                                       15
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth compensation information for our Chief
Executive Officer and other executive officers as of the end of fiscal year
2002.

<TABLE>
<CAPTION>
                             SUMMARY COMPENSATION TABLE
                                ANNUAL COMPENSATION

Name and principal positions   Fiscal Year    Salary     Other Annual Compensation
                               -----------  ----------  ---------------------------
<S>                            <C>          <C>         <C>

Mark A. Josipovich                    2002  $ 180,000   $                 19,721(1)
President and Chief Executive         2001  $62,100(3)                           -
  Officer                             2000          -                            -

Daniel T. Josipovich                  2002  $ 180,000   $                 25,223(2)
  Chief Operating Officer             2001  $60,000(3)                           -
                                      2000          -                            -

<FN>
Notes
-----
(1)  Includes reimbursement of $7,746 for automobile expenses and $9,880.32 for
     health insurance.
(2)  Includes reimbursement of $15,393.08 for automobile expenses and $8,593.32
     for health insurance.
(3)  Reflects partial year of employment.
</TABLE>

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS

     In September 2001, Bluebook International entered into employment
agreements with Mark A. Josipovich and Daniel T. Josipovich for a term of two
years with an automatic extension of successive one-year periods. Effective
October 1, 2001 we assumed these agreements and expanded the services to include
each person's executive position with us.  Under these agreements, Mark A.
Josipovich is employed as the Chief Executive Officer, President, and Secretary,
and Daniel T. Josipovich is employed as the Chief Operating Officer, each with
an annual salary of $180,000, plus health insurance benefits, term life
insurance benefits and the right to participate in any future employee stock
option, retirement, profit sharing or other benefit plans offered in the future
to similarly situated employees. The employment agreements also contain
indemnification and confidentiality provisions. The agreements also provide that
we should reimburse the employee for all reasonable and necessary expenses
incurred on our behalf.  In the event of termination without cause by Mark A.
Josipovich or Daniel T. Josipovich or termination with cause by us, the Mark A.
Josipovich and Daniel T. Josipovich are entitled to all accrued and unpaid
compensation as of the date of termination.  In the event of termination with
cause by  Mark A. Josipovich or Daniel T. Josipovich or termination without
cause by us, Mark A. Josipovich or Daniel T. Josipovich are entitled to all
accrued and unpaid compensation as of the date of termination and total amount
of annual salary from the date of termination until the end of the term of the
employment agreements.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS

     The following tables set forth information regarding the beneficial
ownership of our Common Stock and Preferred Stock as of April 2, 2003 as to (i)
each of the executive officers named in the Summary Compensation Table, (ii)
each director and nominee for director, (iii) each person who is known by us to
own beneficially more than five percent of our outstanding Common Stock or
Preferred Stock and (iv) all directors and executive officers as a group. Unless
otherwise indicated, the address of each listed stockholder is c/o The Bluebook
International Holding Company, 21098 Bake Parkway, Suite 100, Lake Forest,
California 92630-2163.  As of April 2, 2003, there were 28,733,411 shares of
common stock outstanding.  There were also 2,050 and 5,316,704 shares of Series
B and Series C Preferred Stock outstanding, respectively.


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                   COMMON STOCK

                                              NUMBER OF SHARES OF    PERCENTAGE
NAME OF BENEFICIAL OWNER                          COMMON STOCK       OWNERSHIP OF
                                              BENEFICIALLY OWNED(1)  COMMON STOCK
--------------------------------------------  ---------------------  -------------
<S>                                           <C>                    <C>



NAMED EXECUTIVE OFFICERS AND DIRECTORS
Mark A. Josipovich                                        5,675,000         19.75%
Daniel T. Josipovich                                      5,675,000         19.75%
Clinton L. Hubbard                                                0          0.00%
Paul D. Sheriff                                                   0          0.00%
David M. Campatelli                                               0          0.00%
FIVE PERCENT STOCKHOLDERS OF COMMON
STOCK                                                    14,858,772         46.08%
Daniel E. and Dorothy Josipovich, jointly(2)
Cotelligent, Inc. (3)                                     5,316,704         15.61%
Johanna Ventures, Ltd. (4)                                3,684,211         11.36%

ALL EXECUTIVE OFFICERS AND DIRECTORS AS A
GROUP
  (5 persons)                                            11,350,000         39.50%

<FN>
Notes
-----
(1) Unless otherwise indicated, all persons named in the table have sole voting
and investment power with respect to the shares of common stock beneficially owned
by them.
(2) Includes 11,350,000 shares of common stock and 1,000 shares of Series B
Preferred Stock convertible into 3,508,772 shares of common stock as of April 2,
2003.
(3) Includes 5,316,704 shares of Series C Preferred Stock convertible into
5,316,704 shares of common stock as of April 2, 2003.  The address for Cotelligent
is 100 Theory, Suite 200, Irvine, California 92612.
(4) Includes 1,050 shares of Series B Preferred Stock convertible into 3,684,211
shares of common stock as of April 2, 2003.  The address for Johanna Ventures Ltd.
is Le Quesne Chambers, 9 Burrard Street, St. Helier, Jersey JE2 4WS.
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                             PREFERRED STOCK

                                                  NUMBER OF SHARES OF PREFERRED      PERCENTAGE OWNERSHIP OF
NAME OF BENEFICIAL OWNER                              STOCK BENEFICIARY OWNED            PREFERRED STOCK
                                                     SERIES B        SERIES C        SERIES B         SERIES C
                                                  --------------  --------------  ---------------  ---------------
<S>                                               <C>             <C>             <C>              <C>
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Mark A. Josipovich                                             0               0            0.00             0.00%
Daniel T. Josipovich                                           0               0            0.00             0.00%
Clinton L. Hubbard                                             0               0            0.00             0.00%
Paul D. Sheriff                                                0               0            0.00             0.00%
David M. Campatelli                                            0               0            0.00             0.00%

FIVE PERCENT STOCKHOLDERS OF PREFERRED
STOCK
Daniel E. and Dorothy Josipovich, jointly                  1,000               0           48.78%            0.00%
Johanna Ventures, Ltd.                                     1,050               0           51.22%            0.00%
Cotelligent, Inc.                                              0       5,316,704            0.00%             100%

ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP
  (5 persons)                                                  0               0            0.00%            0.00%
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Effective as of January 1, 2002, Bluebook International entered into a
consulting agreement with Daniel E. Josipovich, father of our executive officers
Mark A. Josipovich and Daniel T. Josipovich.  Aggregate fees paid or payable to
Daniel E. Josipovich for consulting services rendered and related expenses
during the year ended December 31, 2002 was $189,708.  We believe that the
services rendered to us by Daniel E. Josipovich, were on terms no more favorable
than those with unrelated parties.

     In connection with Bluebook International's merger with Gama effective as
of October 1, 2001, Daniel E. Josipovich and Dorothy E. Josipovich, parents of
Mark and Daniel T. Josipovich, assigned to Gama a $1,000,000 promissory note due
from Bluebook International.  Daniel E. and Dorothy Josipovich received this
promissory note from Bluebook International as partial consideration for the
sale of all of their business assets, primarily The Bluebook and B.E.S.T.
software, to Bluebook International in September 2001.

     Paul D. Sheriff, one of our directors, serves as President of PDSA, Inc.,
one of our consultants.  Aggregate fees billed to us by PDSA for consulting
services rendered during the years ended December 31, 2002 and December 31, 2001
were $158,770 and $75,000, respectively.  We believe that the services rendered
to us by PDSA were on terms no more favorable than those with unrelated parties.

     In August 2002 we entered into a  Stock Purchase Agreement with Cotelligent
in which we agreed to sell Cotelligent approximately 5.3 million shares of our
Series C Convertible Preferred Stock for $5.1 million in two tranches.  The
first tranche closed in August 2002 in which Cotelligent purchased approximately
3.055 million shares of Series C Convertible Preferred Stock with a combination
of cash and extinguishment of $2.1 million of  outstanding accounts payable.
The second tranche closed in December 2002 for the purchase of the remaining
shares of Series C stock in cash and services.  In connection with this
financing, we also entered into the Consulting Agreement with Cotelligent under
which Cotelligent was to complete development of B.E.S.T.Net and
B.E.S.T.Central, which has recently been terminated.  (See "Recent Events.")
Prior to termination of the Consulting Agreement, we paid Cotelligent $2,413,375
for its services.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


                                       18
<PAGE>
     The exhibits listed below are required by Item 601 of Regulation S-B.

Exhibit No.    Description

3.1            Amendment to Certificate of Incorporation filed with the Delaware
               Secretary of State on December 16, 2002.

4.1(a)(1)      Certificate of Designation for Series B Convertible
               Preferred Stock filed with the Delaware Secretary of State on
               November 14, 2001.

4.1(b)         Amendment to Certificate of Designation for Series C
               Convertible Preferred Stock filed with the Delaware Secretary of
               State on December 18, 2002.

10.1(2)        Agreement and Plan of Merger, dated as of September 24, 2001,
               by and among the Company, Bluebook International, Bluebook
               Acquisitions Corp., Bluebook's Shareholders and Andrew Hromyk,
               incorporated by reference to the Information Statement filed with
               the Securities and Exchange Commission of October 12, 2001.

10.2*(1)       Employment Agreement by and between The Bluebook
               International, Inc. and Mark A. Josipovich, dated September 27,
               2001.

10.3*(1)       Employment Agreement by and between The Bluebook
               International, Inc. and Daniel T. Josipovich, dated September 27,
               2001.

21.1           Subsidiaries of the Registrant.
                  The Bluebook International, Inc., a corporation formed under
                  the laws of the State of Delaware, is the only subsidiary of
                  The Bluebook International Holding Company. It is doing
                  business as "Bluebook International" and "The Bluebook."

99.1           Audited Annual Financial Statements for the year ended December
               31, 2002.

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

---------------
*     Indicates management contract required to be filed as an exhibit pursuant
to Item 13(a) of Form 10-KSB.

(1)    Incorporated by reference from Bluebook's Annual Report on Form 10-KSB
for the fiscal year ended
December 31, 2001.

(2)    Incorporated by reference from Bluebook's Information Statement filed on
October 12, 2001.

     We filed one report on Form 8-K, as amended, during the last quarter of the
fiscal year ending December 31, 2002, in which we reported a change in our
independent auditors.

ITEM 14.  CONTROLS AND PROCEDURES

     Disclosure  controls and procedures are designed to ensure that information
required  to  be disclosed in our periodic reports filed with the Securities and
Exchange  Commission  under  the  Securities  Exchange  Act of 1934 is recorded,
processed,  summarized  and  reported,  within the time periods specified in the
rules  and  forms of the Securities and Exchange Commission. Disclosure controls
and  procedures include, without limitation, controls and procedures designed to
ensure  that  information required to be disclosed in the periodic reports filed
under  the  Securities  Exchange  Act of 1934 is accumulated and communicated to
management,  including  the  Chief  Executive  Officer  and  Principal Financial
Officer,  as  appropriate,  to  allow  timely  decisions  regarding  required
disclosure.

     Within  the  90  days  prior  to  filing  date  of this Report, we have not
conducted  an evaluation of the effectiveness of the design and operation of our
disclosure  controls and procedures pursuant to Securities and Exchange Act Rule
13a-14.  This  evaluation  will  be  conducted  before the issuance of our first
quarter  10QSB.

                                       19
<PAGE>
                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on it's behalf by the undersigned, hereunto
duly authorized.


THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY




Date:  April  15,  2003             By:   /s/  Mark  A.  Josipovich
                                       ---------------------------------------
                                    Mark A. Josipovich, Chief Executive Officer,
                                    President and Principal Accounting Officer

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities listed
below on April 15, 2003.

Name                         Title

/s/ Mark A. Josipovich       Chief Executive Officer, President, Principal
------------------------     Accounting Officer and Chairman of the Board
Mark A. Josipovich

/s/ Daniel T. Josipovich     Chief Operating Officer and Director
------------------------
Daniel T. Josipovich


/s/ Clinton L. Hubbard       Director
------------------------
Clinton L. Hubbard


/s/ David M. Campatelli      Director
------------------------
David M. Campatelli


/s/ Paul D. Sheriff          Director
------------------------
Paul D. Sheriff


                                       20
<PAGE>