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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, 2003.

                                       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 under to Section 12(b) of the Exchange Act: None.

      Securities registered under 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
$705,657.

<PAGE>

      The aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant was approximately $1.2 million as of May 11,
2004 based upon the closing price on the OTC Bulletin Board reported for such
date, according to the Yahoo! Finance website at http://finance.yahoo.com. This
calculation does not reflect a determination that certain persons are affiliates
of the Registrant for any other purpose.

      As of May 11, 2004, there were 34,050,115 shares of the Registrant's
Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Proxy Statement for its 2004 Annual Meeting
of Stockholders (the "Proxy Statement"), to be filed with the Securities and
Exchange Commission, are incorporated by reference into Part III of this Form
10-KSB.

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

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<PAGE>

                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY

                                  FORM 10-KSB

                                     INDEX

                                     PART I

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

                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters..........12
Item 6.     Management's Discussion and Analysis or Plan of Operation.........12
Item 7.     Financial Statements..............................................17
Item 8.     Change in and Disagreements With Accountants on Accounting
            and Financial Disclosure..........................................18
Item 8A.    Controls and Procedures...........................................18

                                    PART III

Item 9.     Directors and Executive Officers; Compliance With Section 16(a)
            of
            the Exchange Act..................................................18
Item 10.    Executive Compensation............................................18
Item 11.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters...................................18

Item 12.    Certain Relationships and Related Transactions....................18
Item 13.    Exhibits and Reports on Form 8-K..................................18
Item 14.    Principal Accountant Fees and Services............................20
Signatures  ..................................................................21
Financial Statements.........................................................F-1

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF 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," "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 related industries. Our software solutions and services
automate, integrate, manage and quicken claims processing and communication
among participants in claims handling and underwriting 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 http://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

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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.

      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,
Bluebook introduced its 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 were designed to improve
underwriting and claims processing efficiency for the insurance and construction
industries. These solutions are targeted to insurers and others involved in
underwriting and claims, including vendors, suppliers and service providers.

      We believe our principal 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 the utilization of our software
solutions as an installed or a remotely accessed (hosted) software solution.
These solutions can also be integrated as part of a larger enterprise solution
that is designed to provide the insurance industry with enterprise technology
that will manage and control its productivity, personnel, pricing, vendors,
reserves, premiums and claims payments at a reduced cost of what is incurred
today.

      For years, the insurance industry has been losing billions of dollars
from, among others, excessive loss adjustment expenses, increased litigation,
fraud, undervaluation of premiums and increased complexity of underwriting and
claims handling process. Significant costs are being attributed to delays in
communication and the decentralization of information within the insurance
industry. We believe our software solutions will help insurers mitigate losses
and assist in the direct and near immediate delivery of information to the
required participants. Our solutions were designed to more accurately price,
process, facilitate and manage the underwriting and claims process. We believe
that the future market for underwriting and claims management solutions will be
lead by the providers of products that simplify the management of this process
and significantly reduce risk. Therefore, our initiatives are aimed at making it
easier for insurers, vendors, policyholders, adjusters and contractors to
communicate, access claims information, mitigate risk and deliver data across
multiple lines of insurance.

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

      B.E.S.T.7

      B.E.S.T.7 is a stand alone, residential and light commercial estimating
software solution for use on desktops, laptops, pen-based units and the Tablet
PCs. B.E.S.T.7 is scalable for multi-user environments and contains Bluebook's
proprietary database, training tutorial and estimating engine. B.E.S.T.7
provides the estimator with industry specific tools to estimate repair cost of
damage for various residential and light commercial structures.

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      LABOR AND MATERIALS DATABASE

      The B.E.S.T.7 program also incorporates the Bluebook's Labor, Material and
Equipment database with cost attributes for thousands of costs. This 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 related cost breakdowns 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) were designed to provide a structure and format for delivering,
managing and controlling underwriting and claims tasks. B.E.S.T.Net incorporates
the base functionality to manage 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 significantly reduce unnecessary costs and reduce
cycle time. We believe that B.E.S.T.Central and B.E.S.T.Net will provide an
advantage to subscribers of these systems.

      INSUREBASE

      This underwriting analytic tool combines the power of Basis100's 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 minutes. InsureBASE can also
provide current market value, property characteristics and an array of
neighborhood and other underwriting information. We believe that this product
can minimize undervaluation and distortion in ratings.


      INSURE TO VALUE

      Insure to Value is a residential property information solution that was
designed to help insurers calculate the replacement cost of a structure by
entering in key data fields. This system, with the proper input, can calculate
replacement cost for residential properties throughout the United States and
Canada.


      B.E.S.T. HIU (HOME INSPECTION UNDERWRITING)

      HIU is a solution that was developed to incorporate the functionality
required by insurers to easily monitor and manage the inspection process to and
from the field while providing automated Replacement Cost Calculations from
Insure to Value. It also incorporates field functionality utilizing the latest
in mobility. HIU is a comprehensive, automated solution that was designed to
assign, dispatch and deliver inspections to the field and back in one simple,
single process while delivering the required inspection in the shortest time
possible.


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 also a Microsoft Certified
Partner. The IVC is being marketed and promoted through Microsoft and its
community of partners that work today with the insurance industry. The IVC was
developed by Microsoft as part of a plan to deliver insurance solutions to the
insurance industry. The IVC technologies intend to deliver scalable,
enterprise-level, ready software solutions that significantly reduce time to
market, produce faster return on investment and provide alternative solutions
for existing in-place technology that today limits modernization. Microsoft, or

                                       4
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one of the partners in the value chain, EDS, Avenade, Hewlett Packard and other
participants and members, may also take an active role in deployment,
implementation, integration and support of Bluebook products and services.
Bluebook's role in the IVC is to provide software solutions for underwriting,
claims facilitation, management, auditing and estimating.

      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 on 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. Compaq can also provide assistance
with deployment, implementation, integration and support.

      BASIS100

      Basis100 and Bluebook jointly launched InsureBase in late 2003, a product
that integrates with Bluebook's replacement cost calculator and Basis100's
automated property valuation technology, or AVM. Basis100 is a technology
solutions provider for the financial services industry. By combining
technologies, this scalable underwriting analytical tool can assist with
mitigating 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 Intuit's partners in the
construction and insurance industries.

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 or by authorized partners and resellers.
The process for the delivery of these solutions usually requires a demonstration
and the response to a Request for Proposal ("RFP") or a Proof of Concept
("POC"). Independent vendors such as policyholders, contractors and
sub-contractors who desire to utilize these systems to electronically receive
assignments, will be able to purchase a compatible license to B.E.S.T.Central or
use a portal connection or an integrated version of the installed B.E.S.T.7
software. We plan to sell and deliver software updates and upgrades using the
Internet or by delivery of a compact diskette.

CUSTOMERS

      Our existing base of users includes thousands of insurance companies,
contractors and service providers. We continue sales of the Bluebook and have
multiple installations 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.

      We expect these arrangements to lead to licensing of our products. We are
in discussions or have signed proof of concept agreements with at least 20
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

                                       5
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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 data,
estimating, underwriting and claims management solutions.

      For the years ended December 31, 2003 and December 31, 2002, we invested
$809,186 and $3,047,144 in development of our products, respectively. Funds for
these investments came from revenues from operations, loans from officers and
loans from investors. These costs were primarily for the development of our
B.E.S.T.7, B.E.S.T.Net, B.E.S.T.Central and Insure to Value 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 estimating, underwriting and 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.

      As the market for these solutions evolves, additional technologies may
become available for underwriting, claims management and processing. To the
extent that these products or solutions provide the ability to integrate
information from, among other participants, the agent, insurer, administrator,
vendor and supplier into the end-to-end process, they may compete with our
current and future software solutions. Software companies, insurance companies
or other companies may develop competitive products or solutions. We believe the
competitive factors in this market include product solution performance and
features, product or solution reliability, price, ability to meet delivery
schedules, customer support and technical support.

      Although we include the use of Bluebook's proprietary data, business rules
and processes, some of our competitors have significantly greater human and
financial resources. 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.

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 and data. 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

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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, 2003, under the above definition, we
had negative net revenue, therefore no royalty expenses were accrued.

      Bluebook for Adjusters & Contractors, DeeJay Adjusting and Bluebook of
Cleaning, Reconstruction and Repair Costs (including logos) are our trademarks.
We further claim trademarks for B.E.S.T., B.E.S.T.Net, Insure to Value 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, 2003 and 2004.

EMPLOYEES

      As of May 11, 2004, we had eight 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.

EXECUTIVE OFFICERS

      The following table sets forth information regarding our executive
officers as of May 11, 2004:

NAME                   AGE                POSITION                DIRECTOR SINCE
----                   ---                --------                --------------
Mark A. Josipovich     37    Chief Executive Officer,                  2001
                             President, Treasurer and
                             Principal Accounting Officer, and
                             Chairman of the Board

Daniel T. Josipovich   38    Chief Operating Officer and               2001
                             Director

      Mark A. Josipovich, is our Chief Executive Officer and President. His
responsibilities include guiding the business through strategic milestones to
ensure focus and conformity. He also assists in the negotiation of contractual
agreements; supporting the sales operation by assisting in the pre-sale process;
coordinating and preparing proposals; and performing ancillary administrative
functions. Over the past 14 years, Mark has held various positions with Bluebook
including management of marketing, staffing, day-to-day operations and product
development.

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      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.

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, 2003,
we had an accumulated deficit of $3,151,280. We anticipate that we will continue
to incur additional operating losses in the near term. These losses have
resulted principally 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.

      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 2004 indicates that our available cash,
together with cash from operations and cash from financing expected to be
available, should be sufficient to fund our operations through the fourth
quarter of 2004, 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 including licensing of our technologies.

      Our financial plan for 2004 indicates that our available cash, together
with cash from operations and cash from financing expected to be available,
should be sufficient to fund our operations through the fourth quarter of 2004,
excluding any development costs to complete B.E.S.T.Net and B.E.S.T.Central. Our
financial plan for 2004 expects that we will greatly reduce, if 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
operations.

      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:

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      -     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 ranged from a
low of $0.35 to a high of $7.00, and in 2003 our closing stock price ranged from
a low of $0.01 to a high of $1.10. 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;

      -     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
industry knowledgeable personnel. There is intense competition 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 additional 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 INTERNAL RESOURCES TO DEVOTE TO PRODUCT DEVELOPMENT AND
COMMERCIALIZATION AND MAY REQUIRE THE USE OF OUTSIDE SERVICE FIRMS TO DEVELOP
SOME OF OUR PRODUCTS. IF WE UNABLE TO DEVOTE ADEQUATE RESOURCES TO PRODUCT
DEVELOPMENT AND COMMERCIALIZATION OR AFFORD THE SERVICES OF THESE OUTSIDE
TECHNOLOGY FIRMS, WE MAY NOT BE ABLE TO FURTHER DEVELOP OR DELIVER OUR PRODUCTS.

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

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<PAGE>

      -     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 and InsureBASE. We currently have under development B.E.S.T.Net and
B.E.S.T.Central. Because in the past we have depended on external technology
firms to develop some of our products and 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 existing or to be released solutions may not receive
further or satisfactory market acceptance, and we may not be able to
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 underwriting and 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.

      WE MAY BE UNABLE TO SUCCESSFULLY MARKET AND DISTRIBUTE OUR PRODUCTS AND
IMPLEMENT OUR DISTRIBUTION STRATEGY.

      The market for underwriting and claims management solutions is highly
fragmented. We market and sell our products primarily through the mail,
conventions, authorized resellers and the Internet. We may not successfully
develop and maintain our marketing, distribution or sales capabilities. If our
marketing and distribution strategy is unsuccessful and our relationships with
our resellers are not renewed or engaged, 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

                                       10
<PAGE>

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.  DESCRIPTION OF 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. We sublease this office
space from Carl Zeiss IMT Corporation, a New York corporation. The master
landlord of the premises is Pacific Gulf Properties, a Maryland Corporation,
which assigned its interest in the underlying lease to Cal-West Industrial
Properties, LLC, a California limited liability company. This sublease will
expire on July 31, 2004. We plan to extend the sublease on a month to month
basis until we find other facilities. We are looking for office space that will
allow greater access to secured hosting centers and high performance bandwidth.
The monthly base rent for our current facility for year one is $4,000, and
thereafter, it is adjusted as follows: $4,080.00 on October 15, 2002 and
$4,162.00 on October 15, 2003 for the remainder of the term. 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

      On September 11, 2002, Bluebook was named a defendant in Mason
Yamashiro v. Bluebook International Holding Company, Inc., et al., Orange
County Superior Court Case No. 02CC14478. The litigation arose from a stock
purchase agreement and put agreement that the plaintiff entered into with a
third party to purchase stock in Bluebook Holding.  Bluebook was dismissed
from this case and the litigation was subsequently settled.

      On February 3, 2003, Bluebook was 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. Bluebook does not dispute the stock ownership of the other
plaintiffs. After the other plaintiffs presented Bluebook with lost stock
certificates and representation letters, the other plaintiffs' shares were
reissued to them. We are in active settlement discussions with all plaintiffs
but will defend this suit fully if it proceeds. Bluebook believes that it is not
subject to any liability arising from this litigation.

      On April 24, 2004, Cotelligent, Inc. filed a demand for arbitration
against Bluebook in Case No. 731310018503 ARC, asserting a claim for breach of
contract arising out of a consulting services agreement between Cotelligent and
Bluebook. Bluebook filed cross-claims on May 29, 2003. Effective as of May 3,
2004, Bluebook and Cotelligent agreed to a mutual settlement of the entire
arbitration pursuant to a Settlement Agreement. Under the terms of the
Settlement Agreement, Cotelligent converted all of its shares of Bluebook Series
C Preferred Stock into shares of Bluebook common stock on a one-for-one basis.
In addition, Cotelligent agreed to deliver source code developed by Cotelligent
for Bluebook pursuant to the consulting services agreement.

      From time to time, we may be subject to other legal proceedings and claims
in the ordinary course of business.

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 2003.

                                       11
<PAGE>

                                   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 bid information of the
common stock for the quarters indicated as quoted on the OTC Bulletin Board.

                       2001                  2002                    2003

                  High        Low       High        Low         High        Low

First Quarter     $0.37 (1)  $0.25     $7.00       $4.65       $1.10       $0.30
Second           $ 1.18      $1.05     $6.95       $2.05       $0.75       $0.01
Quarter
Third Quarter    $ 8.60      $1.05     $2.20       $1.20       $0.80       $0.06
Fourth           $14.00 (2)  $4.75     $2.00       $0.30       $0.65       $0.05
Quarter

      Notes:

      1. Trading under ticker symbol GMPC.
      2. Trading under ticker symbol BBIC as of November 9, 2001.

      The source of the above high and low bid information is the Yahoo! Finance
website at http://finance.yahoo.com. 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 164 shareholders of
record of our common stock at May 11, 2004.

      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 cash flows 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
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 May 19, 2004, and we undertake no duty to update this
information.

                                       12
<PAGE>

RECENT EVENTS

      In August and December of fiscal year 2002, we issued an aggregate
5,316,704 shares of Series C Preferred Stock at a stated value of $0.959241 per
share to Cotelligent for aggregate proceeds of $5,100,000. We obtained net
proceeds of approximately $4.5 million in this private financing investment.

      On May 5, 2004, Bluebook and Cotelligent mutually entered into an
agreement to dismiss Arbitration Case No. 731810018503 ARC and convert all of
Cotelligent's preferred shares into 5,316,704 common shares. As a result, all
associated preferences and privileges with the preferred class of shares were
removed and all shares of Series C Preferred Stock will be retired.

      Upon conversion of the preferred shares, we were able to recognize this
investment as equity and a positive change in the net equity of $4,544,680.

      We have recently signed an agreement with Underwriters Rating Board, a
trade association of insurance companies, to license the InsureBase solution.
The URB account is of particular importance to us because it demonstrated that
an industry association selected our software solutions ahead of those offered
by the market leader and other competitors. The InsureBase solution was able to
accommodate the demands of URB in that its proprietary architecture meet the
connectivity needs of at least 37 URB member insurance companies. URB and
Bluebook have agreed to a reduced first year agreement with renegotiations of
costs in the second and third year. This agreement only includes a single entry
transaction and does not include the portfolio reviews where carriers can review
thousands of policies at one time. We have agreed with URB that these reviews
would come at an additional cost to each member company to be negotiated at each
occurrence.

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, 2003 were $705,657, a decrease of $153,548 or 18% compared with net
revenues of $859,205 for the year ended December 31, 2002. Revenue from the
sales of B.E.S.T software products was $527,392 for the fiscal year ended 2003
as compared to $573,873 for the year ending 2002, a decrease of $46,481 or 9%.
This decrease is the result of our inability to recognize certain revenue and
the company having limited cash to spend on marketing as a result of increased
legal, accounting and consulting fees. Revenue from the sales of The Bluebook
handbook was $166,548 for the year ended 2003 as compared to $285,332 for the
year ended 2002, a decrease of $118,784 or 42%. This decrease is the result of
the company having limited cash to spend on marketing as a result of increased
legal, accounting and consulting fees. We do not expect that legal and
accounting fees will similarly limit marketing expenditures in 2004.
Historically, sales of the Bluebook handbook were the principal source of our
revenues. However, with our latest generation technologies of Insure to Value,
InsureBASE, B.E.S.T.Net and B.E.S.T.Central, we expect revenues to increase over
the next several quarters. As a result, 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, Insure to Value, InsureBASE,
B.E.S.T.Net and B.E.S.T.Central, to a relatively smaller number of customers.
Therefore, in the future, the loss of any one significant customer, or a
decrease in the level of sales to any one significant customer, could harm our
financial condition and results of operations.

      OPERATING EXPENSES. Selling, general and administrative expenses for the
year ended December 31, 2003 were $2,003,986, an increase of $270,220 or 16%
compared to $1,733,766 for the year ended December 31, 2002. This increase was
primarily the result of increased legal, accounting and consulting expenses.
Selling, general and administrative expenses consist primarily of salaries and
related expenses for personnel engaged in marketing and sales, corporate
executives, professional fees, corporate legal expenses, other corporate
expenses and facilities expenses. We believe that continued investment in sales

                                       13
<PAGE>

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 2004 will increase in absolute
dollars. We expect operating expenses to increase more slowly than revenue
increases.

      Depreciation and amortization was $247,920 for the year ended December 31,
2003, an increase of $141,244 or 132% compared to $106,676 for the year ended
December 31, 2002. The increase was primarily due to amortization of B.E.S.T.7.
that started in 2003. We expect our depreciation and amortization to increase in
2004 as the result of amortization of B.E.S.T.Net and B.E.S.T.Central, which we
anticipate will start its depreciable life the second quarter of 2004.

      OTHER EXPENSES. Interest expense for the year ended December 31, 2003 was
$13,880, a decrease of $8,821 or 64% compared to $22,701 for the year ended
December 31, 2002. The decrease was primarily the result of a reduction in
borrowings.

      NET LOSS. We had a net loss of $1,560,129 for the year ended December 31,
2003, compared to a net loss of $1,003,938 for the year ended December 31, 2002.
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, 2003 we had cash of $44,831, accumulated deficit of $3,151,280 and
a negative working capital of $1,912,156. Our 2003 negative operating cash flows
were funded primarily through the sale of various products and loans from
stockholders. We have no material commitments for capital expenditures as of
December 31, 2003.

      As a result of the delays in releasing B.E.S.T.Net and B.E.S.T.Central,
revenues from sales of those products and services have been delayed. We believe
that we have available cash, together with cash from operations and cash from
financing expected to be available, sufficient to fund our operations through
the fourth quarter of 2004, excluding costs associated with outside vendors to
complete the development of B.E.S.T.Net and B.E.S.T.Central of approximately
$125,000. We are actively seeking to raise additional capital through sales of
equity or debt securities and 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 issued an aggregate
5,316,704 shares of Series C Preferred Stock at a stated value of $0.959241 per
share to Cotelligent for aggregate proceeds of $5,100,00. We obtained net
proceeds of approximately $4.5 million in this private financing. The total
purchase price was paid for by Cotelligent with a combination of cash of
$2,444,680, and services of $2.1 million.

      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 InsureBASE, B.E.S.T.Net and B.E.S.T.Central, or if we meet our
projected sales targets of B.E.S.T. and Insure to Value, 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 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 $819,511 in the year ended
December 31, 2003, compared to $173,249 used in operating activities for the
year ended December 31, 2002. The increase in net cash used in operating
activities is primarily attributable to an increase in legal, accounting,
consulting and salary expenses.

                                       14
<PAGE>

      Net cash used in investing activities for the year ended December 31, 2003
totaled $869,431 and was primarily the result of $809,186 invested in program
development and $58,746 in purchases of property and equipment. 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 provided by financing activities for the year ended December 31,
2003 was $205,000 which resulted from loans from a stockholder, compared to
$2,444,680 for the year ended December 31, 2002, which resulted from net
proceeds of our sale of Series C Convertible Redeemable Preferred Stock.

      We had a net loss from operations of $1,560,129 and a negative cash flow
from operations of $819,511 for 2003, and we had a working capital deficiency of
$1,912,156 and shareholders' deficiency of $2,551,670 as of December 31, 2003.
These factors raise substantial doubt about our ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for our
company to continue as a going concern.

      As of December 31, 2003, we had cash of $44,831 and an accumulated deficit
of $3,151,280. Our 2003 negative operating cash flows were funded primarily
through operations, loans from a majority shareholder and cash existing at
December 31, 2002. We believe we have sufficient cash to meet our immediate
working capital requirements while additional operations and development funds
are sought.

      We have recently taken steps to improve our liquidity including obtaining
additional funding, reduction of our workforce and deferment of the salaries of
our Chief Executive Officer and Chief Operating Officer. If we are not
successful in raising additional capital, we will further reduce operating
expenses through headcount reductions in restructurings and modify our business
model and strategy to accommodate licensing of our technology and databases.
Further, we would continue sales of our Bluebook and B.E.S.T. software solutions
and our recently released InsureBase and Insured to Value solutions, We do not
expect any significant impact on our sales of the Bluebook and B.E.S.T,7 from
any such restructurings. However, these restructurings may adversely affect
sales of our InsureBase and insured to Value solutions, as well as development
of any now solutions.

      We intend to seek additional capital in the next six months through
additional private placements, loans from stockholders and sales of various
products. If we are not successful in raising additional capital, we will reduce
operating expenses through headcount reductions in restructuring.

RELATED PARTY TRANSACTIONS

      For a discussion of related party transactions involving the company, see
note 8 of our financial statements included in this annual report.

COMMITMENTS AND CONTINGENCIES

      For a discussion of our commitments and contingencies, see note 9 of our
financial statements included in this annual report.

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.

                                       15
<PAGE>

      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 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.

                                       16
<PAGE>

      In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements". Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

      Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

      Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December 15,
2004. This effective date includes those entities to which Interpretation 46 had
previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003.

      Interpretation No. 46 may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

      In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies under what circumstances a contract with initial investments meets the
characteristics of a derivative and when a derivative contains a financing
component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. We do not expect that the adoption of SFAS No. 149 will
have a significant effect on our financial statement presentation or
disclosures.

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
 SFAS No. 150 establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 requires that an
issuer classify a financial instrument that is within its scope as a liability
(or an asset in some circumstances) because that financial instrument embodies
an obligation of the issuer. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. SFAS No.
150 is to be implemented by reporting the cumulative effect of a change in
accounting principle for financial instruments created before the issuance date
of SFAS No. 150 and still existing at the beginning of the interim period of
adoption. Restatement is not permitted. We do not expect that the adoption of
SFAS No. 150 will have a significant effect on our financial statement
presentation or disclosures.

ITEM 7.  FINANCIAL STATEMENTS

      See attached financial statements.

                                       17
<PAGE>

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

      None.

ITEM 8A  CONTROLS AND PROCEDURES

      An evaluation as of the end of the period covered by this report was
carried out under the supervision and with the participation of our management,
including our Chief Executive Officer and Principal Accounting Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer
and Principal Accounting Officer concluded that those disclosure controls and
procedures were adequate to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms.

      There was no change in our internal control over financial reporting
during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                                   PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A)
          OF THE EXCHANGE ACT

      The information required by this Item is incorporated by reference from
the section entitled "Election of Directors" in the Proxy Statement that we will
file with the Securities and Exchange Commission. Item 405 of Regulation S-B
calls for disclosure of any known late filing or failure by an insider to file a
report required by Section 16 of the Exchange Act. This disclosure is
incorporated by reference to the section entitled "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Proxy Statement. The biographical
information required by this Item with respect to our executive officers is
contained in Item 1 of Part I of this Annual Report under the heading "Executive
Officers."

ITEM 10.  EXECUTIVE COMPENSATION

      The information required by this Item is incorporated by reference from
the information contained in the section entitled "Executive Compensation and
Other Matters" in the Proxy Statement that we will file with the Securities and
Exchange Commission.

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

      The information required by this Item is incorporated by reference from
the information contained in the section entitled "Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters" in the Proxy
Statement that we will file with the Securities and Exchange Commission.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information required by this Item is incorporated by reference from
the information contained in the section entitled "Certain Relationships and
Related Transactions" in the Proxy Statement that we will file with the
Securities and Exchange Commission.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      The exhibits listed below are required by Item 601 of Regulation S-B.

                                       18
<PAGE>

EXHIBIT NO  DESCRIPTION

3.1(a)(4)   Certificate of Incorporation filed with the Delaware Secretary of
            State on December 18, 1997.

3.1(b)(3)   Amendment to Certificate of Incorporation filed with the Delaware
            Secretary of State on December 16, 2002.

3.2(4)      Bylaws of the Registrant.

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)(3)   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 Gama Computer Corporation, 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."

31          Certification of Chief Executive Officer and Principal
            Accounting Officer pursuant to Rule 13(a)-15(e) or Rule
            15d-15(e).

32          Certification by the Chief Executive Officer and Principal
            Accounting 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.

(3)   Incorporated by reference from Bluebook's Annual Report on Form 10-KSB for
      the fiscal year ended December 31, 2002.

                                       19
<PAGE>

(4)   Incorporated by reference from Bluebook's Annual Report on Form 10-KSB for
      the fiscal year ended December 31, 2003.

      No reports on Form 8-K were filed during the last quarter of the fiscal
year ending December 31, 2003.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      AUDIT FEES. The aggregate fees for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of financial statements included in our
Form 10-QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagement for two years
were $46,335 for fiscal year 2002 and $93,154 for fiscal year 2003.

      AUDIT-RELATED FEES. None.

      TAX FEES. The aggregate fees for each of the last two fiscal years for tax
services rendered by the principal accountant for the audit of our annual
financial statements and review of financial statements included in our Form
10-QSB or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagement for two years were $7,500
for fiscal year 2002 and $0 for fiscal year 2003. The services rendered in
fiscal year 2002 consisted of preparation of our tax returns.


      ALL OTHER FEES. The aggregate fees for each of the last two fiscal years
for all other services rendered by the principal accountant for the audit of our
annual financial statements and review of financial statements included in our
Form 10-QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagement for two years
were $42,600 for fiscal year 2002 and $37,181 for fiscal year 2003. The services
rendered in fiscal year 2002 consisted of due diligence for our potential merger
with Cotelligent. The services rendered in fiscal year 2003 consisted of due
diligence for our potential merger with Cotelligent and review of Bluebook's
financial projections for use in financing transactions.


                                       20
<PAGE>

                                  SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report on Form 10-KSB to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                          THE BLUEBOOK INTERNATIONAL HOLDING
                                          COMPANY


      Date: May 18, 2004                  By: /s/ Mark A. Josipovich
                                              -------------------------
                                              Name: Mark A. Josipovich,
                                              Title: Chief Executive Officer,
                                                     President and Principal
                                                     Accounting Officer

      In accordance with the Exchange Act, this amended report has been signed
below by the following persons on behalf of the Registrant and in the capacities
listed below on May 18, 2004.


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


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

                                       21

<PAGE>

                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
The Bluebook International Holding Company, Inc.:


We have audited the  accompanying  consolidated  balance  sheets of The Bluebook
International  Holding  Company,  Inc. and  subsidiary  (the  "Company"),  as of
December  31,  2003  and  2002,  and  the  related  consolidated  statements  of
operations,  changes in  stockholders'  deficiency  and cash flows for the years
then ended.  These consolidated  financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 consolidated  financial statements referred to above present
fairly  in all  material  respects,  the  financial  position  of  The  Bluebook
International  Holding Company,  Inc. and subsidiary as of December 31, 2003 and
2002, and the results of their operations and their cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's working capital deficiency of $1,912,156 and
stockholders'  deficiency of  $2,551,670 as of December 31, 2003,  net loss from
operations  of  $1,560,129  and net cash used in operations of $819,511 in 2003,
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's plan in regards to these matters is also described in Note 1. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ WEINBERG & COMPANY, P.A.
----------------------------
Weinberg & Company, P.A.
Boca Raton, Florida
May 14, 2004

                                      F-1
<PAGE>

            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                          2003             2002
                                                                      ------------    ------------

ASSETS
CURRENT ASSETS
<S>                                                                   <C>             <C>
      Cash and cash equivalents                                       $     44,831    $  1,528,773
      Accounts receivable, net of allowance for doubtful accounts
        of $4,600 in 2003                                                   26,798          36,931
      Prepaid expenses and other                                            10,000          65,621
                                                                      ------------    ------------

      TOTAL CURRENT ASSETS                                                  81,629       1,631,325
                                                                      ------------    ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $148,546 and $98,890 in 2003 and 2002, respectively                    98,064          88,974
                                                                      ------------    ------------

OTHER ASSETS
Program development costs, net of accumulated amortization
  of $423,759 and $234,917, in 2003 and 2002, respectively               3,777,200       3,156,856
Intangible assets, net of accumulated amortization
  of $19,836 and $10,414, in 2003 and 2002, respectively                    24,885          32,808
Other assets                                                                 5,017           5,017
                                                                      ------------    ------------

      TOTAL OTHER ASSETS                                                 3,807,102       3,194,681
                                                                      ------------    ------------

      TOTAL ASSETS                                                    $  3,986,795    $  4,914,980
                                                                      ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Accounts payable and accrued expenses                           $  1,063,013    $    943,196
      Due to stockholders and related party                                484,688         107,491
      Deferred revenue                                                     241,084         205,614
      Note payable due to related party                                    205,000              --
                                                                      ------------    ------------

      TOTAL CURRENT LIABILITIES                                          1,993,785       1,256,301
                                                                      ------------    ------------

OTHER LIABILITIES
      Deferred revenue, net of current portion                                  --         105,540
      Series C convertible preferred stock, $0.001 par value,
        5,316,704 shares issued and outstanding, subject to
        mandatory redemption                                             4,544,680       4,544,680
                                                                      ------------    ------------

      TOTAL OTHER LIABILITIES                                            4,544,680       4,650,220
                                                                      ------------    ------------

COMMITMENTS AND CONTINGENCIES                                                   --              --
                                                                      ------------    ------------

STOCKHOLDERS' DEFICIENCY
      Series B Convertible Preferred Stock, $.0001 par value;
        5,000,000 shares authorized, 2,050 shares issued and
        outstanding                                                             --              --
      Common Stock, $.0001 par value; 50,000,000 shares authorized;
        28,733,411 shares issued and outstanding                             2,873           2,873
      Additional paid in capital                                           596,737         596,737
      Accumulated deficit                                               (3,151,280)     (1,591,151)
                                                                      ------------    ------------

                                                                        (2,551,670)       (991,541)
                                                                      ------------    ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                  $  3,986,795    $  4,914,980
                                                                      ============    ============
</TABLE>


          See accompanying Notes to Consolidated Financial Statements

                                      F-2
<PAGE>

           THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                        2003            2002
                                                    ------------   ------------

SALES, net                                          $    705,657   $    859,205
                                                    ------------   ------------

OPERATING EXPENSES
     Selling, general and administrative expenses      2,003,986      1,733,766
     Depreciation and amortization expenses              247,920        106,676
                                                    ------------   ------------

     Total Operating Expenses                          2,251,906      1,840,442
                                                    ------------   ------------

OTHER EXPENSE
     Interest Expense                                    (13,880)       (22,701)
                                                    ------------   ------------

     Total Other Expense                                 (13,880)       (22,701)
                                                    ------------   ------------

NET LOSS                                            $ (1,560,129)  $ (1,003,938)
                                                    ============   ============

Weighted average number of shares of
     common stock outstanding, basic and diluted      28,733,411     34,983,411
                                                    ============   ============

Loss per share, basic and diluted                   $      (0.05)  $      (0.03)
                                                    ============   ============



          See accompanying Notes to Consolidated Financial Statements

                                      F-3
<PAGE>

           THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                    COMMON STOCK             PREFERRED STOCK
                             --------------------------  ------------------------      ADDITIONAL      ACCUMULATED
                                 SHARES       AMOUNT       SHARES        AMOUNT     PAID IN CAPITAL       DEFICIT          TOTAL
                             -------------  -----------  -----------  -----------  -----------------  --------------  --------------

<S>                            <C>             <C>            <C>     <C>                 <C>            <C>               <C>
Balance, January 1, 2002       38,733,411      $ 3,873        2,050                       $ 595,737    $   (587,213)   $     12,397

Cancellation of stock         (10,000,000)      (1,000)                                       1,000                               -
Net loss in 2002                                                                                         (1,003,938)     (1,003,938)
                             -------------  -----------  -----------  -----------  -----------------  --------------  --------------
Balance, December 31, 2002     28,733,411        2,873        2,050            -            596,737      (1,591,151)       (991,541)
Net loss in 2003                                                                                         (1,560,129)     (1,560,129)
                             -------------  -----------  -----------  -----------  -----------------  --------------  --------------
Balance, December 31, 2003     28,733,411      $ 2,873        2,050          $ -          $ 596,737    $ (3,151,280)   $ (2,551,670)
                             =============  ===========  ===========  ===========  =================  ==============  ==============
</TABLE>


          See accompanying Notes to Consolidated Financial Statements

                                      F-4
<PAGE>

           THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
                                                                                     2003           2002
                                                                                 -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>            <C>
     Net loss                                                                    $(1,560,129)   $(1,003,938)
     Adjustment to reconcile net loss to net cash used in
         operating activities
              Depreciation and amortization                                          247,920        106,674
              Provision for bad debt expense                                           4,600
              Changes in operating assets and liabilities:
              (Increase) Decrease in Accounts receivable                               5,533        (36,931)
              (Increase) Decrease in Prepaid expenses and other                       55,621        (62,396)
              Increase in Accounts payable and accrued expenses                      119,817        744,140
              Increase in Due to stockholders and related party                      377,197        107,491
              (Decrease) in Deferred revenue                                         (70,070)       (28,289)
                                                                                 -----------    -----------
     NET CASH USED IN OPERATING ACTIVITIES                                          (819,511)      (173,249)
                                                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                              (58,746)       (24,961)
     Program development costs                                                      (809,186)      (947,144)
     Purchase of intangible assets                                                    (1,499)        (6,520)
     Other assets                                                                         --           (855)
                                                                                 -----------    -----------
     NET CASH USED IN INVESTING ACTIVITIES                                          (869,431)      (979,480)
                                                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Loans from stockholder                                                          205,000             --
     Proceeds from sale of Series C Convertible Redeemable Preferred Stock                --      2,444,680
                                                                                 -----------    -----------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                       205,000      2,444,680
                                                                                 -----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (1,483,942)     1,291,951
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR                                   1,528,773        236,822
                                                                                 -----------    -----------
CASH AND CASH EQUIVALENTS, END OF THE YEAR                                       $    44,831    $ 1,528,773
                                                                                 ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the year for:
         Interest                                                                $    13,880    $    22,701
                                                                                 ===========    ===========
         Taxes                                                                   $     4,472    $     2,378
                                                                                 ===========    ===========

     Disclosure of non-cash investing and financing activities:
         Issuance of Series C Preferred Stock for extinguishment of accounts
              payable incurred in the acquisition of program development costs   $        --    $ 2,100,000
                                                                                 ===========    ===========
</TABLE>


         See accompanying Notes to Consolidated Financial Statements

                                      F-5
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS ACTIVITY

    Background of the Company

      The  Bluebook   International   Holding   Company  (the   "Company")   was
      incorporated  as Gama  Computer  Corporation  in Delaware on December  17,
      1997. On January 9, 1998, the Company  merged with Gama,  Inc., a Colorado
      corporation,  and Gama Computer  Corporation became the surviving company.
      On September 24, 2001,  Gama Computer  Corporation  entered into a certain
      Agreement  and Plan of  Merger  (the  "Agreement")  with (a) The  Bluebook
      International, Inc., a Nevada corporation ("Bluebook International");  (b)
      Bluebook  Acquisition  Corp.,  a Nevada  corporation,  wholly owned by the
      Company  ("Acquisitions");  (c)  each  of Mark A.  Josipovich,  Daniel  T.
      Josipovich,  Daniel E.  Josipovich  and  Dorothy E.  Josipovich  (each,  a
      "Bluebook  Stockholder");  and (d) Andrew Hromyk.  Among other things, the
      Agreement   provided  for  the   Company's   purchase  from  the  Bluebook
      Stockholders  of  all of the  issued  and  outstanding  capital  stock  of
      Bluebook  International  in exchange  for the  issuance of an aggregate of
      32,700,000  shares of the Company's  authorized but unissued  Common Stock
      (the "Exchange").

      Effective  October 1, 2001,  the Company  underwent a change of control in
      connection  with the  consummation  of the  Exchange  in which (i)  Andrew
      Hromyk, the Company's only executive officer,  resigned his position,  and
      the  Board  of  Directors  appointed  Mark A.  Josipovich  to serve as the
      Company's President,  Chief Executive Officer, Chief Financial Officer and
      Secretary  and  Daniel  T.  Josipovich  to  serve as the  Company's  Chief
      Operations Officer;  (ii) the Company's majority  stockholder  surrendered
      and  subsequently  cancelled  19,200,000  shares  and (iii)  the  Bluebook
      Stockholders  became the holders of an aggregate of  32,700,000  shares of
      the Company's Common Stock, or approximately 84.4% of the Company's Common
      Stock issued and outstanding  after the  consummation of the Exchange.  In
      addition,  effective  October 1, 2001, Daniel E. Josipovich and Dorothy E.
      Josipovich  were  jointly  issued  1,000  shares of  Series A  Convertible
      Preferred  Stock with voting rights in exchange for the  cancellation of a
      related party note of $1,000,000  (see note 7). Upon  consummation  of the
      Exchange,  Mr. Hromyk  resigned as the  then-sole  member of the Company's
      Board of Directors.

      At consummation  of the Exchange on October 1, 2001, the Company  acquired
      all of the 7,083,332  issued and  outstanding  capital  shares of Bluebook
      International,  and issued a total of 32,700,000 shares of Common Stock to
      the Bluebook Stockholders. Immediately following the Exchange, the Company
      had a total of 38,733,411  shares of Common Stock issued and  outstanding.
      As a result of the Exchange,  Bluebook International became a wholly owned
      subsidiary of the Company. Immediately following the Exchange, the Company
      caused Acquisitions and Bluebook  International to be merged pursuant to a
      Certificate  of Merger  filed with the  California  Secretary  of State on
      October 4, 2001 (the  "Merger").  Acquisitions  survived  the Merger,  and
      concurrently Acquisitions changed its  name to The Bluebook International,
      Inc.  (the  "Surviving  Subsidiary").  On  November  6, 2001,  the Company
      changed  its  name  from  GAMA  Computer   Corporation   to  The  Bluebook
      International Holding Company. The Company intends to continue to hold the
      Surviving  Subsidiary  as a wholly  owned  subsidiary  of the  Company and
      intends to cause the Surviving  Subsidiary  to continue the  operations of
      Bluebook International, more fully described below.

                                      F-6
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      Bluebook International was incorporated on December 5, 2000 under the laws
      of the State of Nevada.  On September 15, 2001, the Company  purchased all
      of the  business  assets  owned by Daniel E.  Josipovich  and  Dorothy  E.
      Josipovich,  husband  and wife (the  "Sole  Proprietorship"),  used in the
      business of creating,  developing and  distributing  products and services
      related to The Bluebook of Cleaning,  Reconstruction  and Repair Cost (the
      "Bluebook") and Bluebook Estimating  Software Technology  ("B.E.S.T.") for
      over 38 years.

      For  accounting  purposes,  the  transaction  was  treated  as a  purchase
      acquisition   of  the   Company  by  Bluebook   International   and  as  a
      recapitalization  of  Bluebook  International.  The  historical  financial
      statements prior to the acquisition were those of sole  proprietorship and
      became  those  of  Bluebook   International.   In  the   recapitalization,
      historical  stockholders'  equity of Bluebook  International  prior to the
      merger was  retroactively  restated  for the  equivalent  number of shares
      received  in the  merger  with an offset to paid-in  capital.  Accumulated
      deficit of the Company was  reversed to paid-in  capital.  Basic  earnings
      (loss) per share prior to the merger was restated to reflect the number of
      equivalent shares issued to Bluebook International stockholders.

      The consolidated financial statements include the accounts of The Bluebook
      International   Holding   Company   and  its  wholly   owned   subsidiary.
      Intercompany transactions and balances have been eliminated.

    Business activity

      Until  September 15, 2001, the Company was in a development  stage.  After
      September  15, 2001 when it was acquired,  the  principal  business of the
      Company has been  developing  and selling The Bluebook and  B.E.S.T..  The
      Bluebook  is a book in the  form  of  both a desk  and  pocket  size  book
      containing  the  information  of the average  unit costs  attendant to the
      cleaning,  reconstruction  and repair industries.  B.E.S.T.  is a software
      format of The Bluebook which allows subscribers the option to retrieve The
      Bluebook data and calculate the cost to clean, reconstruct or repair, then
      file claims  electronically.  Currently the Company is developing B.E.S.T.
      Net (TM) and B.E.S.T.  Central (TM),  web-based cost estimation and claims
      management software.

    Going Concern

      The  accompanying  financial  statements  have been prepared in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America, which contemplate continuation of the Company as a going concern.
      However,  the Company has a net loss from  operations of $1,560,129  and a
      negative cash flow from operations of $819,511 for 2003, and has a working
      capital   deficiency  of  $1,912,156  and   shareholders'   deficiency  of
      $2,551,670 as of December 31, 2003. These factors raise  substantial doubt
      about the  Company's  ability  to  continue  as a going  concern.  Without
      realization of additional capital, it would be unlikely for the Company to
      continue as a going concern. These financial statements do not include any
      adjustments  relating to the recoverability and classification of recorded
      asset amounts,  or amounts and  classification  of liabilities  that might
      result from this uncertainty.

      As of  December  31,  2003,  the  Company  had  cash  of  $44,831  and  an
      accumulated deficit of $3,151,280.  Our 2003 negative operating cash flows
      were  funded  primarily   through   operations,   loans  from  a  majority

                                      F-7
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      shareholder  and cash existing at December 31, 2002. The Company  believes
      it has sufficient cash to meet its immediate working capital  requirements
      while additional operations and development funds are sought.

      The  Company has  recently  taken  steps to improve  liquidity,  including
      obtaining additional funding,  reduction of its workforce and deferment of
      its Chief Executive Officer's and Chief Operating  Officer's salaries.  If
      it is not successful in raising additional capital, it will further reduce
      operating  expenses through  headcount  reductions in  restructurings  and
      modify its  business  model and strategy to  accommodate  licensing of its
      technology and databases. Further, the Company would continue sales of THE
      BLUEBOOK and B.E.S.T.  software solutions and recently released InsureBase
      and  Insured  to  Value  solutions.   The  Company  does  not  expect  any
      significant  impact on its sales of THE BLUEBOOK and B.E.S.T.  7 from such
      restructurings; however, they may adversely affect sales of InsureBase and
      Insured to Value solutions, as well as development of any new solutions.

      The  Company  intends  to seek  additional  capital in the next six months
      through additional private placements, loan from stockholders and sales of
      various products.  If it is not successful in raising additional  capital,
      it  will  reduce  operating  expenses  through  headcount   reductions  in
      restructuring.

      We do not expect any  significant  impact on our  products  and sales from
      such restructurings;  however,  they would adversely affect development of
      new products.

    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  amount of assets and  liabilities,
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements,  and the reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

    Fair value of financial instruments

      Statement of Financial Accounting Standards No. 107 "Disclosure about Fair
      Value of Financial  Instruments" requires disclosures of information about
      the  fair  value  of  certain  financial   instruments  for  which  it  is
      practicable to estimate the value.  For purposes of this  disclosure,  the
      fair value of a financial instrument is the amount at which the instrument
      could be exchanged in a current  transaction between willing parties other
      than in a  forced  sale of  liquidation.  The  Company  believes  that the
      carrying  value of its cash,  receivables,  accounts  payable  and accrued
      liabilities  and related party debts as of December 31, 2003  approximates
      their  respective  fair values due to the demand or  short-term  nature of
      those instruments.

    Accounts Receivable

      The Company  grants credit to its customers  and performs  ongoing  credit
      evaluations.  The Company generally does not require  collateral or charge
      interest. The Company establishes an allowance for doubtful accounts based
      upon factors surrounding the credit risk of specific customers, historical
      trends, economic and market conditions, and the age of the receivable.

                                      F-8
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

    Property and equipment

      Property and equipment are stated at cost.  Depreciation is computed using
      the  straight-line  method of depreciation  over estimated useful lives of
      the related assets ranging from 3 to 7 years.

    Impairment of Long-Lived Assets

      Long-lived  assets are reviewed for impairment  whenever events or changes
      in  circumstances  indicate  that the related  carrying  amount may not be
      recoverable.  Recovery  of  assets  to be held and used is  measured  by a
      comparison  of the  carrying  amount of the  assets to the future net cash
      flows expected to be generated by the asset. If such assets are considered
      to be impaired,  the impairment to be recognized is measured by the amount
      of which the carrying  amount of the assets  exceeds the fair value of the
      assets. Assets to be disposed of are reported at the lower of the carrying
      amount or fair value less the cost to sell.

    Program development costs

      The Company  accounts 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 the Company has defined as
      the completion of beta testing of a working product. The cost 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.

      The carrying value of software and development costs is reviewed regularly
      by the  Company to  determine  if there has been an  impairment  loss that
      needs to be recognized.

    Intangible assets

      Intangible  assets  consist  of  customer  list,  graphic  arts and other.
      Graphic arts and other are amortized  over the estimated  useful life of 5
      years.  Customer list is amortized  over the  estimated  useful life of 10
      years.

                                      F-9
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

    Loss per common share

      Basic loss per share is  calculated  by  dividing  net loss  available  to
      common  Stockholders  by the  weighted  average  number of  common  shares
      outstanding during the year. Diluted loss per share is calculated assuming
      the issuance of common shares, if dilutive, resulting from the exercise of
      stock  options and  warrants.  The Company has no  outstanding  options or
      warrants,  therefore basic and diluted loss per share are the same for the
      years ended December 31, 2003 and 2002.

    Revenue recognition

      Revenue is  recognized  when earned.  The  Company's  revenue  recognition
      policies  for  its  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.

    Income taxes

      The Company  accounts for income taxes using the liability  method whereby
      deferred income taxes are recognized for the tax consequences of temporary
      differences by applying  statutory tax rates applicable to future years to
      difference  between the financial  statement  carrying amounts and the tax
      bases of certain  assets and  liabilities.  Changes in deferred tax assets
      and liabilities  include the impact of any tax rate changes enacted during
      the year.

    Recent financial accounting standards

      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.  The Company  believes the adoption of
      this Statement will have no material impact on its financial statements.

      In January 2003,  (as revised in December  2003) The Financial  Accounting
      Standards Board ("FASB") issued  Interpretation No. 46,  "Consolidation of
      Variable Interest  Entities",  an  interpretation  of Accounting  Research

                                      F-10
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      Bulletin   ("ARB")   No.   51,   "Consolidated    Financial   Statements".
      Interpretation No. 46 addresses  consolidation by business  enterprises of
      variable  interest  entities,  which  have  one or both  of the  following
      characteristics:  (i) the equity  investment at risk is not  sufficient to
      permit  the  entity  to  finance   its   activities   without   additional
      subordinated  support from other parties,  which is provided through other
      interest  that  will  absorb  some or all of the  expected  losses  of the
      entity;  (ii)  the  equity  investors  lack  one or more of the  following
      essential  characteristics of a controlling financial interest: the direct
      or  indirect  ability  to make  decisions  about the  entities  activities
      through voting rights or similar  rights;  or the obligation to absorb the
      expected  losses of the entity if they occur,  which makes it possible for
      the entity to finance its  activities;  the right to receive the  expected
      residual  returns of the entity if they occur,  which is the  compensation
      for the risk of absorbing the expected losses.

      Interpretation No. 46, as revised,  also requires expanded  disclosures by
      the primary  beneficiary (as defined) of a variable interest entity and by
      an  enterprise  that holds a significant  variable  interest in a variable
      interest entity but is not the primary beneficiary.

      Interpretation  No. 46, as revised,  applies to small business  issuers no
      later than the end of the first reporting  period that ends after December
      15,  2004.   This   effective   date  includes  those  entities  to  which
      Interpretation  46 had  previously  been  applied.  However,  prior to the
      required  application of Interpretation  No. 46, a public entity that is a
      small business issuer shall apply Interpretation 46 or this Interpretation
      to those  entities that are considered to be  special-purpose  entities no
      later  than as of the end of the first  reporting  period  that ends after
      December 15, 2003.

      Interpretation   No.   46   may   be   applied    prospectively   with   a
      cumulative-effect  adjustment  as of the date on which it is first applied
      or by restating  previously  issued  financial  statements for one or more
      years with a cumulative-effect adjustment as of the beginning of the first
      year  restated.  The  Company  does not expect  that the  adoption of FASB
      Interpretation  No. 46 will  have a  significant  effect on the  Company's
      financial statement presentation or disclosures.

      In April 2003,  the FASB issued SFAS No. 149,  "Amendment of Statement 133
      on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
      clarifies  under what  circumstances  a contract with initial  investments
      meets the characteristics of a derivative and when a derivative contains a
      financing component.  SFAS No. 149 is effective for contracts entered into
      or modified  after June 30,  2003.  The  Company  does not expect that the
      adoption of SFAS No. 149 will have a  significant  effect on the Company's
      financial statement presentation or disclosures.

      In May  2003,  the  FASB  issued  SFAS No.  150,  Accounting  for  Certain
      Financial Instruments with Characteristics of both Liabilities and Equity.
      SFAS No.  150  establishes  standards  for how an  issuer  classifies  and
      measures  in  its  statement  of  financial   position  certain  financial
      instruments with  characteristics of both liabilities and equity. SFAS No.
      150 requires that an issuer classify a financial instrument that is within
      its scope as a liability (or an asset in some circumstances)  because that
      financial instrument embodies an obligation of the issuer. SFAS No. 150 is
      effective for financial instruments entered into or modified after May 31,
      2003 and  otherwise  is effective  at the  beginning of the first  interim
      period beginning after June 15, 2003. SFAS No. 150 is to be implemented by

                                      F-11
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      reporting the  cumulative  effect of a change in accounting  principle for
      financial instruments created before the issuance date of SFAS No. 150 and
      still  existing  at the  beginning  of the  interim  period  of  adoption.
      Restatement  is not  permitted.  The  Company  does  not  expect  that the
      adoption of SFAS No. 150 will have a  significant  effect on the Company's
      financial statement presentation or disclosures.


    Dependency on key management

      The future  success or failure of the Company is dependent  primarily upon
      the efforts of Mark A.  Josipovich  and Daniel T.  Josipovich,  two of the
      Company's  principal  founders.  The Company has  insurance  covering such
      officers' liability and term life insurance.  The Company has entered into
      two-year employment contracts with the key officers of the Company.

    Concentration of credit risk

      The Company's financial  instruments that are exposed to concentrations of
      credit  risk  consist  principally  of cash and  receivables.  The Company
      places  its  cash  in  what  it  believes  to be  credit-worthy  financial
      institutions.  However, cash balances have exceeded FDIC insured levels at
      various times during the year. The Company has not  experienced any losses
      in such accounts and believes it is not exposed to any significant risk in
      cash. The Company's  trade  receivables are due from a broad customer base
      and each  individual  receivable  amount  constitutes  a relatively  small
      value.


2.  CHANGE IN ESTIMATE

      In  September  2003 the  management  of the Company  decided to change the
      estimated  useful  life of  B.E.S.T.7  from 24 months to 15 months,  which
      resulted in a corresponding change in the life for the amortization of the
      deferred revenue related to B.E.S.T.7. Development costs of B.E.S.T.7 that
      pertain  to the data base,  approximately  80% of the net book value as of
      June 30, 2003,  will be amortized  over 24 months and the  remaining  20%,
      will be amortized over 9 months.  The impact of the change in estimate was
      an  increase  in  revenue  during  the year  ended  December  31,  2003 of
      $136,854.  There is no impact on the results of operations  because of the
      change in the amortization.


3.  PROPERTY AND EQUIPMENT

      Property and  equipment  consists of the following as of December 31, 2003
      and 2002:

                                               2003       2002
                                            --------   --------

            Furniture                       $ 43,714   $ 43,714
            Office equipment                 202,896    144,150
                                            --------   --------

                                             246,610    187,864
            Less accumulated depreciation    148,546     98,890
                                            --------   --------

                                            $ 98,064   $ 88,974
                                            ========   ========

      Depreciation  expense  charged to  operations in 2003 and 2002 was $49,656
      and $29,791, respectively.

                                      F-12
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

4.  PROGRAM DEVELOPMENT COSTS

      Program development costs consist of the following as of December 31, 2003
      and 2002:

                                                 2003         2002
                                              ----------   ----------

            Cost of developed software        $  620,349   $  265,911
            Cost of software in development    3,580,610    3,125,862
                                              ----------   ----------
                                               4,200,959    3,391,773
            Less accumulated amortization        423,759      234,917
                                              ----------   ----------

                                              $3,777,200   $3,156,856
                                              ==========   ==========

      Amortization  of program  development  costs charged to operations in 2003
      and 2002 was $188,841 and $68,127  respectively.  As of December 31, 2003,
      program  development costs consist primarily of the Company's  investments
      in  B.E.S.T.7,  B.E.S.T.Net and  B.E.S.T.Central  which are expected to be
      placed in service  during  2004.  The  following is a schedule by years of
      future minimum amortization of programming costs as of December 31, 2003:

                     YEAR ENDING DECEMBER 31,    AMOUNT

                     2004                     $  135,676
                     2005                        956,066
                     2006                        895,153
                     2007                        895,153
                     2008                        895,152
                                              -----------

                        Total                 $3,777,200
                                              ===========
5.  INTANGIBLE ASSETS

      Intangible  assets  consist of the  following  as of December 31, 2003 and
      2002:

                                              2003      2002
                                            -------   -------

            Graphic arts & other            $39,711   $38,212
            Customer list                     5,010     5,010
                                            -------   -------
                                             44,721    43,222
            Less accumulated amortization    19,836    10,414
                                            -------   -------
                                            $24,885   $32,808
                                            =======   =======

      Amortization  of  intangibles  charged to  operations in 2003 and 2002 was
      $9,422 and $8,756,  respectively.  The following is a schedule by years of
      future minimum amortization of intangible assets as of December 31, 2003:

                     YEAR ENDING DECEMBER 31,   AMOUNT

                     2004                      $ 9,241
                     2005                        7,036
                     2006                        5,548
                     2007                        1,098
                     2008 and after              1,962
                                              ---------

                        Total                  $24,885
                                              =========

                                      F-13
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

6.  CAPITAL STOCK TRANSACTIONS

      Common Stock

      On August 19, 2002, the Company  retired  10,000,000  shares the Company's
      common  stock that were  returned to the Company by certain  stockholders.
      Such shares were  returned in order to  facilitate  the  completion of the
      offering of the Series C Convertible Preferred Stock.

      Preferred Stock

      During 2002 the Company amended its Articles of  Incorporation to increase
      the number of  authorized  shares of  Preferred  Stock from  5,000,000  to
      10,000,000 shares.

      Series A and B Convertible Preferred Stock

      Effective  October 2001,  Daniel E. Josipovich and Dorothy E.  Josipovich,
      were jointly issued 1,000 shares of Series A Convertible  Preferred  Stock
      in exchange for cancellation of a note payable due Bluebook International,
      Inc (a related party) in the amount of $1,000,000.  Also effective October
      2001,  the Company  sold 1,050  shares of Series A  Convertible  Preferred
      Stock to a third party for net proceeds of $960,000.

      The  Series  A  Convertible   Preferred   Stock  ("Series  A  Stock")  was
      subsequently  cancelled during 2001 and exchanged for Series B Convertible
      Preferred  Stock  with a $.0001  par value  ("Series B Stock") in order to
      correct a mistake that was made to the certificate of designation that had
      been  filed  with  the  Delaware  Secretary  of  State  to  establish  the
      preferences  for the  Series A Stock.  All 2,050  shares of Series A Stock
      have been cancelled and replaced with 2,050 Series B Stock.  No additional
      shares of Series B Stock were issued,  and the Company has not  authorized
      the issuance of any additional Series B Stock.

      The  holders of Series B Stock have a  preferred  return of capital in the
      amount of the purchase price totaling  $2,050,00.00 and a right to convert
      such  shares  to common  stock at the rate of the  lesser of 75% of market
      value or $1.67 per share. In the event of liquidation, the stockholders of
      the Series B Stock shall be entitled to receive an amount  equal to $1,000
      per share, plus any accrued and unpaid dividends.  The stockholders of the
      Series B Stock have the same voting rights as each share of Common Stock.

      The Company has the right to repurchase all of the  outstanding  shares of
      Series B  Convertible  Preferred  Stock as  follows  (i) prior to the date
      which is eighteen months  following the day on which the Company  receives
      payment in full,  120% of the purchase price; or (ii) on or after the date
      which is eighteen months following the issuance date, 130% of the purchase
      price.

      Series C Convertible Preferred Stock

      In August 2002 the Company  entered into a Stock  Purchase  Agreement with
      Cotelligent,  Inc  ("Cotelligent") in which the Company agreed to issue to
      them 5,316,704 shares of the company's newly authorized Series C Preferred

                                      F-14
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      Stock at a stated value of $.959241 per share,  for aggregate  proceeds of
      $5,100,000. Of this amount, $3,000,000 was issued for cash, and $2,100,000
      was issued in exchange for services  rendered by Cotelligent.  The Company
      received net proceeds of  $4,544,680,  after  investment  banking fees and
      other closing costs which included cash of $2,444,680  and  extinguishment
      of outstanding  accounts payable of $2,100,000 incurred in the acquisition
      of program development costs

      The holder of Series C Preferred  Stock  ("Series C Holder") has the right
      to cause  the  Company  to  repurchase  the  Series C  Preferred  Stock at
      approximately  $0.96 per share beginning on the earlier of August 19, 2006
      or upon the occurrence of a  "Liquidation"  event. A  "Liquidation"  event
      includes (a) a liquidation,  dissolution or winding up of the Company, (b)
      sale of all or  substantially  all of the assets to a party not controlled
      by or in common control with the Company or the Series C Holder, or (c) an
      acquisition or merger of the Company in which more than 50% of the control
      of  the  Company  is  transferred  to a  unaffiliated  third  party.  This
      repurchase  right will expire on August 19, 2008.  The Series C Holder may
      convert  the Series C Preferred  Stock into common  stock at any time on a
      one-for-one  basis.  The Series C Holder  may be  entitled  to  additional
      common  stock upon (a) any issuance of equity  securities  below the price
      per share of Series C Preferred Stock paid by the Series C Holder, subject
      to certain  exceptions  or (b) the failure by the Company to meet  certain
      gross  revenue and gross  profit  targets for the 12-month  period  ending
      January  31,  2005.  The Series C  Preferred  Stock is entitled to certain
      voting  rights.  The Series C Holder has the same voting  rights as common
      stock  holders  with each share of Series C  Preferred  Stock  having that
      number of votes such holder would receive if it had converted  into common
      stock.  In  addition,  the Company may not take  certain  actions  without
      consent of at least 50% of the issued and  outstanding  Series C Preferred
      Stock.

7.  INCOME TAXES

      As of December  31,  2003,  the Company  had  Federal net  operating  loss
      carryforwards  of  approximately  $ 2,675,000  expiring  in various  years
      through 2023,  which can be used to offset future taxable income,  if any.
      No deferred tax benefit for these operating  losses has been recognized in
      the financial  statements due to the uncertainty as to their realizability
      in future periods

      Due to the  restrictions  imposed by the Internal  Revenue Code  regarding
      substantial changes in ownership of companies with loss carryforwards, the
      utilization  of a portion of the  Company's  federal  net  operating  loss
      carryforwards  may be limited as a result of changes in stock ownership in
      prior fiscal years.

      The Company's net deferred tax assets  (using a federal  corporate  income
      rate of 34%) consist of the following at December 31, 2003 and 2002:



                                                         2003           2002
                                                     -----------    -----------

            Benefit of operating loss carryforward   $ 1,070,000    $   470,000
            Increase in valuation allowance           (1,070,000)      (470,000)
                                                     -----------    -----------

                           Net deferred tax asset    $        --    $        --
                                                     ===========    ===========

                                      F-15
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      As a result of the Company's  significant  operating loss carryforward and
      the corresponding valuation allowance, no income tax expense (benefit) has
      been  recorded at December  31, 2003 and 2002.  The  provision  for income
      taxes  using the  statutory  federal  income tax rate as  compared  to the
      Company's effective tax rate is summarized below:

                                                              December 31,
                                                           -----------------
                                                            2003       2002
                                                           ------     ------
            Tax expense (benefit) at statutory rate          (34%)      (34%)
            Adjustments to change in valuation allowance      34%        34%
                                                           ------     ------
                                                              --         --
                                                           ======     ======

8.  RELATED PARTY TRANSACTIONS

      Effective  as of January 1, 2002,  Bluebook  International  entered into a
      consulting  agreement with Daniel E.  Josipovich,  father of the Company's
      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 years ended December 31, 2003 and
      2002 were $150,000 and $189,708,  respectively.

      As part of an Amended and  Restated  Asset  Purchase  and Sale  Agreement,
      dated  September  15,  2001,  the Company is obligated to pay a royalty to
      Daniel E. and  Dorothy  Josipovich  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 the  Company,  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,
      2003 and 2002,  under the above  definition,  the Company has negative net
      revenue; therefore no royalty expenses were accrued.

      Paul D. Sheriff, a Director, serves as President of PDSA, Inc., one of the
      Company's consultants.  Aggregate fees billed to us by PDSA for consulting
      services  rendered  during the year ended  December 31, 2002 was $158,770,
      and is included in Programming  costs.  As of December 31, 2003,  accounts
      payable includes $95,000 due to this vendor.  We believe that the services
      rendered  to us by PDSA were on terms no more  favorable  than  those with
      unrelated parties.

      In August 2002 the Company  entered into a Stock  Purchase  Agreement with
      Cotelligent,  Inc.  for $5.1  million.  The Company  also  entered  into a
      consulting  agreement  with  Cotelligent  under which  Cotelligent  was to
      complete  development of  B.E.S.T.Net  and  B.E.S.T.Central.  For the year
      ended  December 31,  2002,  the Company paid  Cotelligent  $2,413,375  for
      services rendered under the consulting agreement. As of December 31, 2002,
      accounts payable included $270,893 due to this vendor.  The amount payable
      was  liquidated  during 2003.  The Company has  terminated  the Consulting
      Services Master Agreement between  Cotelligent and Bluebook  International
      under which  Cotelligent was required to complete and deliver  B.E.S.T.Net
      and  B.E.S.T.Central  to us in August  2002.  The Company took this action
      because it lost confidence in Cotelligent's


                                      F-16
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      ability to complete development of these products. Cotelligent had refused
      to complete the development  work unless we agreed to pay over $400,000 in
      invoices  that exceed the total  project cost  provided in the  Consulting
      Agreement. The Company disputes 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 revenue from sales of these products were
      not realized.  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  development  of these
      products.  We may seek to recover this amount from  Cotelligent;  however,
      there  can  be no  assurance  that  we  will  successfully  recover  these
      expenses.  As a result  of both of these  transactions  Cotelligent,  Inc.
      became a related party through its ownership of the  convertible  series C
      preferred stock.

      The  related  party  note  payable  consisted  of a note in the  amount of
      $205,000  plus  accrued  interest at an  interest  rate of 8%. The note is
      payable to a shareholder and is due June 15, 2004.


9.  COMMITMENTS AND CONTINGENCIES

    Operating leases

      The Company leases office space,  certain  office  equipment and a vehicle
      under non-cancelable operating leases expiring through January 2006. Total
      rental  expense for the leases for the years ended  December  31, 2003 and
      2002 was $64,440 and $64,440, respectively. The following is a schedule by
      years of future  minimum  rental  payments  required  under the  operating
      leases that have initial or remaining non-cancelable lease terms in excess
      of one year as of December 31, 2003.

                     YEAR ENDING DECEMBER 31, AMOUNT

                     2004                        $58,338
                     2005                          3,492
                     2006                            232
                                              -----------

                        Total                    $62,062
                                              ===========


    Employment agreements

      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 the  Company  assumed  these  agreements  and
      expanded the services to include each person's executive  position.  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.

                                      F-17
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

      Josipovich or Daniel T.  Josipovich or termination  with cause by us, 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.  As of
      December 31, 2003 and 2002,  the Company has accrued  salaries of $180,000
      for each executive officer.

      Litigation

      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.

      On  September  11,  2002,  Bluebook  was  named  as a  defendant  in Mason
      Yamishiro v. Bluebook  International Holding Company, Inc., et al., Orange
      County  Superior Court Case No.  02CC14478.  The  litigation  arose from a
      stock purchase  agreement and put agreement  that  Yamashiro  entered into
      with a third party to purchase  stock in Bluebook  Holding.  Bluebook  was
      dismissed from this case and the litigation was subsequently settled.

      On February  3, 2003,  Bluebook  was 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.  Plaintiffs allege that the
      Company  wrongfully  withheld the  issuance  and  delivery of  plaintiffs'
      Company shares,  thereby  damaging  plaintiffs in the loss of the value of
      their Company stock.  The Company has no record of any stock ownership for
      one of the plaintiffs and, pending  discovery,  disputes that there is any
      basis for any claim against the Company.  The Company does not dispute the
      stock  ownership  of the other  plaintiffs.  After  the  other  plaintiffs
      presented  the Company  with lost stock  certificates  and  representation
      letters,  the other plaintiffs'  shares were reissued to them. The Company
      is in settlement discussions with all plaintiffs but will defend this suit
      fully if it proceeds.

      On April 24, 2004, Cotelligent, Inc. filed a demand for arbitration
      against Bluebook in Case No. 731310018503 ARC, asserting a claim for
      breach of contract arising out of a consulting services agreement between
      Cotelligent and Bluebook. Bluebook filed cross-claims on May 29, 2003.
      Effective as of May 3, 2004, Bluebook and Cotelligent agreed to a mutual
      settlement of the entire arbitration pursuant to a Settlement Agreement.
      Under the terms of the Settlement Agreement, Cotelligent converted all of
      its shares of Bluebook Series C Preferred Stock into shares of Bluebook
      common stock on a one-for-one basis. In addition, Cotelligent agreed to
      deliver source code developed by Cotelligent for Bluebook pursuant to the
      consulting services agreement.

                                      F-18
<PAGE>

        THE BLUEBOOK INTERNATIONAL HOLDING COMPANY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2003 AND 2002

10. SUBSEQUENT EVENTS

      o     Pursuant to the  Settlement  Agreement with  Cotelligent,  On May 6,
            2004,  the  Company  issued  5,316,704  shares of  Common  Stock and
            cancelled  5,316,704  shares  of  Series  C  Convertible  Redeemable
            Preferred Stock.

      o     An agreement  was signed to issue  35,503  shares of common stock to
            settle a consulting fee debt of $4,200

      o     Entered into a loan  agreement  in the amount of $120,000.  The note
            was  entered  into March 31,  2004 and  matures  April 1, 2005.  The
            interest rate charged on the note is 10% per annum.

      o     Pending  settlement  of  outstanding  legal  costs of  approximately
            $399,000 in exchange for 1,995,974  shares within 30 days of request
            and an additional 399,195 shares upon closing of the agreement

11. RECLASSIFICATIONS

      Certain  reclassifications  have been made to the prior year balance sheet
      to conform to the  current  year  presentation.  In the  Company's  Annual
      Report on Form 10-KSB for the year ended  December 31,  2002,  the Company
      reported   interest   expense  as  a  part  of   selling,   general,   and
      administrative  expenses.  In 2003,  the  Company  reported  the  interest
      expense  as a  separate  line item shown as other  income  (expense).  The
      interest expense for 2002 was reclassified as a separate line item.

                                      F-19