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


                               Amendment No. 2 to
                                   FORM 10-KSB


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

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

                                       or

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

     FOR THE TRANSITION PERIOD FROM ______________TO _______________.


                         COMMISSION FILE NUMBER 1-16187

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

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


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

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

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

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

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

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

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

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

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


                       DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>
                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY


                                 FORM 10-KSB/A-2
                                      INDEX




                                                                            Page
                                                                            ----

                                     PART I

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

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

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

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

                                    PART II

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

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

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

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

                                    PART III

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

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

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

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

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

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

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


                                        1
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

GENERAL

     This  Annual   Report  on  Form   10-KSB/A-2   (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 construction industries.  Our software solutions and services
automate, integrate, manage and quicken claims processing and communication
among participants in claims handling process.

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

BACKGROUND

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

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

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


                                        2
<PAGE>

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

PRODUCTS AND SERVICES

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

     We believe our 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  utilizing our software  platforms as
an installed or a remotely accessed software solution.  These solutions can also
be  integrated  as part of a larger  enterprise  solution  that is  designed  to
provide  the   insurance   industry   with  tools  to  manage  and  control  its
productivity,  personnel,  pricing,  vendors,  reserves and claims payments at a
reduced cost.

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

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

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

B.E.S.T. 7

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

Labor and Materials Database

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

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

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


                                        3
<PAGE>
InsureBASE


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


STRATEGIC PARTNERS

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

Microsoft


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


Hewlett-Packard


     We entered into an agreement with Compaq,  which was subsequently  acquired
by  Hewlett-Packard,  to promote  jointly our  B.E.S.T.Net  and  B.E.S.T.Central
solutions with Compaq's  technology  and services.  Compaq has agreed to promote
our products to its insurance  customers through its existing  insurance related
sales, marketing and distribution  channels.  Compaq is also expected to provide
assistance with deployment, implementation, integration and support.


Cisco


     Cisco  accepted  us into  its IQ Eco  system  program.  Through  the IQ Eco
system,  Cisco  assists  a  small  number  of  selected  providers  by  offering
integrating  and  marketing  products  to Cisco  customers.  As a member of this
program,  we plan to work with Cisco to deliver our products and services to the
insurance industry.


Basis100


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


Intuit


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



                                        4
<PAGE>
DISTRIBUTION

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

CUSTOMERS

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

DEVELOPMENT OF PRODUCTS

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

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

COMPETITION


     The current and potential market for claims management solutions is
continuously evolving and subject to rapid technological change.  We believe our
primary competition is from Xactware, Inc., Marshall & Swift/Boeckh/DDS and
Simsol Software, Inc.



     As  the  market  for  claims  management   solutions  evolves,   additional
technologies  may  become  available  for  facilitating  claims  management  and
processing.  To the extent that these products or solutions  provide the ability
to integrate  claims  information  from,  among other  participants,  the agent,
insurer,  administrator,  vendor and supplier into the claims 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.


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


                                        5
<PAGE>

INTELLECTUAL PROPERTY AND ROYALTIES

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

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

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

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

EMPLOYEES

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

RISK FACTORS

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

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


                                        6
<PAGE>
     WE ARE NOT GENERATING POSITIVE CASH FLOW FROM OPERATIONS AND MAY NEED
ADDITIONAL CAPITAL AND ANY REQUIRED CAPITAL MAY NOT BE AVAILABLE ON ACCEPTABLE
TERMS OR AT ALL.

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

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

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

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

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

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

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

     - market acceptance of our current or new products; and

     - competition and pricing pressures from competitive products.

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

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

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

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

     -    our operating results;

     -    developments in our relationships with strategic partners;


                                        7
<PAGE>
     -    litigation;

     -    economic and other external factors; and

     -    general market conditions.

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

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

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

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

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

     -    improve market acceptance of our current products;

     -    complete development of new products; and

     -    successfully introduce and commercialize new products.

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

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

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

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


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

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

     WE MAY FACE COSTLY INTELLECTUAL PROPERTY DISPUTES.

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

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

ITEM 2.  PROPERTIES


     Our principal  administrative,  sales and marketing,  customer support, and
research and development  facilities are located in  approximately  3,732 square
feet of leased office space in Lake Forest,  California. We sublease this office
space  from Carl  Zeiss IMT  Corporation,  a New York  corporation,  The  Master
Landlord of the premisis 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. The monthly base rent for the first year 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. This litigation arises from a stock purchase agreement
and put agreement that the plaintiff entered into with a third party to purchase
stock in Bluebook  Holding.  Plaintiff  alleges that the other  defendants  were
acting as Bluebook  Holding's  agents in carrying out the acts and in failing to
perform certain acts alleged in the amended complaint.  Thus,  plaintiff alleges
that  Bluebook  Holding  and/or its alleged  agents  failed to perform under the
agreements  and that  Bluebook  Holding,  through  its  representatives,  issued
fraudulent statements to induce the plaintiff to enter into the agreements.  The
plaintiff also alleges that Bluebook  Holding  breached the fiduciary  duties it
allegedly  owed  plaintiff  as a result  of his  status  as a  shareholder.  The
compaint  seeks  compensatory  damages  in  excess  of  $200,000,  punitive  and
consequential  damages and costs of bringing  suit. Our transfer  agent,  Global
Securities  Transfer,  Inc.,  is also  named  as a  defendant  and  has  filed a
cross-complaint  that seeks  indemnity from Bluebook.  We intend to defend these
claims vigorously.

     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.  However,  the  transfer  agent's  records  show  that  certificates
representing  those shares were  delivered to plaintiffs,  but plaintiffs  claim
that they do not have them and are  seeking to have them  re-issued  free of any
restrictive legends.  Plaintiffs claim that they acquired  "free-trading" shares
in a private  placement by Gama. We are in active  settlement  discussions  with
plaintiffs but will defend this suit fully if it proceeds.



                                        9

<PAGE>



     In the The Mentor Group v. Bluebook  International,  Inc., et al.  L.A.S.C.
Case No. BC 289914,  The Mentor  Group  filed a  complaint  on  February 6, 2003
against  Bluebook  alleging  causes of action for (1) common count,  (2) account
stated, (3) breach of written contract, and (4) breach of oral contract based on
The Mentor Group's  allegation that Bluebook owes $23,000 for labor and services
provided to Bluebook by The Mentor Group.  The complaint  seeks $23,000 plus 18%
interest from December 6, 2001 and $1,096.60 in additional  unspecified damages.
Bluebook has filed an answer to the complaint that denies the allegations in the
complaint. Bluebook intends to defend this action.


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

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


                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


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


<TABLE>
<CAPTION>
                               2001               2002
                         High       Low      High       Low
<S>                     <C>        <C>       <C>       <C>
     First Quarter      $ 0.37(1)  $0.25     $7.00     $4.65
     Second Quarter     $ 1.18     $1.05     $6.95     $2.05
     Third Quarter      $ 8.60     $1.05     $2.20     $1.20
     Fourth Quarter     $14.00(2)  $4.75     $2.00     $0.30


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


     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 159 shareholders of
record of our common stock at April 2, 2003.


     In August 2002 we entered into a Stock Purchase Agreement with Cotelligent,
Inc  ("Cotelligent") in which we agreed to issue to them 5,316,704 shares of our
newly  authorized  Series C Preferred  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  has the  right to cause us 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.


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

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

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

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


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

RECENT EVENTS


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


RESULTS OF OPERATION

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

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

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

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


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

LIQUIDITY AND CAPITAL RESOURCES


     We have incurred  negative cash flow from operations in recent years. As of
December 31, 2002 we had cash of  $1,528,773  accumulated  deficit of $1,591,151
and working  capital of $375,024.  Our 2002 negative  operating  cash flows were
funded primarily  through the sale of various products and a private  financing.
We have no material  commitments  for capital  expenditures  as of December  31,
2002.


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


     In  August  and  December  of fiscal  year  2002,  we  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  or  extinguishment  of $2.1  million of  outstanding
accounts  payable.  In connection with this financing,  we also entered into the
Consulting  Agreement with Cotelligent  under which  Cotelligent was to complete
development  of  B.E.S.T.Net  and  B.E.S.T.Central,   which  has  recently  been
terminated.  (See  "Recent  Events.")  Prior to  termination  of the  Consulting
Agreement, we paid Cotelligent $2,413,375 for its services.


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


     Net cash  used in  operating  activities  was  $173,249  in the year  ended
December 31, 2002,  compared to $689,645  used in operating  activities  for the
year  ended  December  31,  2001.  The  decrease  in net cash used in  operating
activities  is  primarily  attributable  to an increase  in accounts  payable of
$744,140 in 2002.

     Net cash used in investing  activities for the year ended December 31, 2002
totaled  $979,480 and was primarily  the result of $947,144  invested in program
development and $24,961 in purchases of property and equipment. Net cash used in
investing  activities for the year ended December 31, 2001 totaled  $176,883 and
was primarily the result of $88,554 invested in program development,  $47,465 in
purchases  of property  and  equipment  and  $36,702 in  purchase of  intangible
assets.  Net cash provided by financing  activities  for the year ended December
31, 2002 was  $2,444,680  and resulted from net proceeds of our sale of Series C
Convertible  Redeemable Preferred Stock, compared to $940,000 for the year ended
December  31,  2001,  which  resulted  from net proceeds of our sale of Series B
Preferred Stock.  Other than the net proceeds that we received from the Series C
Preferred  Stock  Financing,  we have no  external  sources of  liquidity  as of
December 31, 2002.



                                       12
<PAGE>
CRITICAL ACCOUNTING POLICIES

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

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

     -    Revenue recognition; and

     -    Computer software to be sold, leased or otherwise marketed

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

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

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


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

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

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

<PAGE>

ITEM 7.    FINANCIAL STATEMENTS




                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
                                 AND SUBSIDIARY
                       CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001




<PAGE>
                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
                                 AND SUBSIDIARY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001



                                TABLE OF CONTENTS



                                                                            PAGE
Independent auditors' report                                                  1

Independent auditors' report                                                  2

FINANCIAL STATEMENTS

Consolidated balance sheets                                                   3

Consolidated statements of operations                                         4

Consolidated statements of stockholders' equity (deficiency)                  5

Consolidated statements of cash flows                                       6-7

Notes to consolidated financial statements                                 8-18


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
The Bluebook International Holding Company and Subsidiary


We  have  audited  the  accompanying  consolidated balance sheet of The Bluebook
International  Holding  Company  and  Subsidiary as of December 31, 2002 and the
related consolidated statements of operations, stockholders' equity (deficiency)
and  cash  flows  for  the  year  ended  December  31,  2002. 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 audit in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to  obtain  reasonable assurance about whether the consolidated 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
consolidated  financial  statement  presentation.  We  believe  that  our  audit
provides  a  reasonable  basis  for  our  opinion.

In our opinion, the consolidated financial statements referred to above presents
fairly,  in  all  material  respects, the consolidated financial position of The
Bluebook  International  Holding Company and Subsidiary as of December 31, 2002,
and  the  results of its operations, stockholders' deficiency and its cash flows
for  the  year  ended December 31, 2002 in conformity with accounting principles
generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
financial  statements, the Company has a net loss from operations of $1,003,938,
negative  cash  flow  from  operations  of  $173,249 and has a net stockholders'
deficiency  of  $991,541  as  of  December 31, 2002 that raise substantial doubt
about  its ability to continue as a going concern.  Management's plans in regard
to  these matters are also described in Note 1.  The 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.
Los Angeles, California
March 27, 2003


                                        1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board  of  Directors
The  Bluebook  International  Holding  Company  and  Subsidiary


We  have  audited  the  accompanying  consolidated balance sheet of The Bluebook
International  Holding  Company  and  Subsidiary as of December 31, 2001 and the
related consolidated statements of operations, stockholders' deficiency and cash
flows  for  the  year  ended  December  31,  2001.  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 audit 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 consolidated
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  consolidated  financial  statement  presentation.  We
believe  that  our  audit  provides  a  reasonable  basis  for  our  opinion.

In our opinion, the consolidated financial statements referred to above presents
fairly,  in  all  material  respects, the consolidated financial position of The
Bluebook  International  Holding Company and Subsidiary as of December 31, 2001,
and  the  results of its operations, stockholders' deficiency and its cash flows
for  the  year  ended December 31, 2001 in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.


GOOD SWARTZ BROWN & BERNS LLP.


/s/ Good Swartz Brown & Berns LLP

Los Angeles, California
March 29, 2002, except for Note 9 as to which the date is September 10, 2002.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                      THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                                     CONSOLIDATED BALANCE SHEETS
                                      DECEMBER 31, 2002 AND 2001


                                                                                 2002         2001
                                                                             ------------  ----------
<S>                                                                          <C>           <C>
                                                ASSETS

CURRENT ASSETS
  Cash                                                                       $ 1,528,773   $ 236,822
  Accounts receivable                                                             36,931           -
  Prepaid expenses and other                                                      65,621       3,225
                                                                             ------------  ----------

    Total current assets                                                       1,631,325     240,047
                                                                             ------------  ----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $98,890 and $69,099 in 2002 and 2001, respectively                           88,974      93,803
                                                                             ------------  ----------

OTHER ASSETS
  Program development costs, net of accumulated amortization
     of $234,917 and $166,790 in 2002 and 2001, respectively                   3,156,856     177,840
  Intangibles, net of accumulated amortization
     of $10,414 and $1,658 in 2002 and 2001, respectively                         32,808      35,044
  Other assets                                                                     5,017       4,162
                                                                             ------------  ----------

                                                                               3,194,681     217,046
                                                                             ------------  ----------

  TOTAL ASSETS                                                               $ 4,914,980   $ 550,896
                                                                             ============  ==========

                          LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                          943,196   $ 199,056
  Due to stockholders and related party                                          107,491           -
  Deferred revenue                                                               205,614     339,443
                                                                             ------------  ----------

    Total current liabilities                                                  1,256,301     538,499
                                                                             ------------  ----------

DEFERRED REVENUE, net of current portion                                         105,540           -
                                                                             ------------  ----------

COMMITMENTS & CONTINGENCIES

SERIES C CONVERTIBLE  PREFERRED STOCK,
  $.0001 par value, 5,316,704 shares issued and outstanding in 2002            4,544,680           -
                                                                             ------------  ----------

STOCKHOLDERS' (DEFICIENCY) EQUITY
  Preferred stock, $.0001 par value, 10,000,000 shares (2002) and
        5,000,000 shares (2001) authorized                                             -           -
  Series B Convertible Preferred Stock, $.0001 par value; 10,000,000 shares
       authorized, 2,050 shares issued and outstanding in 2002 and 2001                -           -
  Common Stock, $.0001 par value; 50,000,000 shares authorized;
       28,733,411 and 38,733,411 shares issued and outstanding
       in 2002 and 2001, respectively                                              2,873       3,873
  Additional paid in capital                                                     596,737     595,737
  Accumulated deficit                                                         (1,591,151)   (587,213)
                                                                             ------------  ----------

  TOTAL STOCKHOLDERS' (DEFICIENCY) EQUITY                                       (991,541)     12,397
                                                                             ------------  ----------

  TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY                    $ 4,914,980   $ 550,896
                                                                             ============  ==========

          See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                 THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                                    2002          2001
                                                                ------------  ------------
<S>                                                             <C>           <C>
REVENUE, net                                                    $   859,205   $   694,097
                                                                ------------  ------------

OPERATING EXPENSES
  Selling, general and administrative                             1,756,467     1,016,516
  Depreciation and amortization                                     106,676        94,253
  Proprietor's draw in lieu of salary                                     -       121,611
                                                                ------------  ------------

  Total operating expenses                                        1,863,143     1,232,380
                                                                ------------  ------------


NET LOSS                                                        $(1,003,938)  $  (538,283)
                                                                ============  ============

Weighted average number of shares of common stock outstanding,
  basic and diluted                                              34,983,411    38,733,411
                                                                ============  ============

Loss per share, basic and diluted                               $     (0.03)  $     (0.01)
                                                                ============  ============

          See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                       FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                           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, 2001               32,700,000   $ 3,270                    $       (310,958)  $   (48,930)  $  (356,618)
Issuance of Series B preferred stock                           1,000        -                 -                           -
Issuance of Series B preferred stock                           1,050        -           960,000                     960,000
Merger with Gama Computer               6,033,411       603                                (603)                          -
Post merger assumption of
    Gama Computer's liabilities                                                         (52,702)                    (52,702)
Net loss                                                                                             (538,283)     (538,283)
Balance, December 31, 2001             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                                                                                           (1,003,938)   (1,003,938)
                                      ------------  --------  ------  -------  -----------------  ------------  ------------
Balance, December 31, 2002             28,733,411   $ 2,873    2,050  $     -  $        596,737   $(1,591,151)  $  (991,541)
                                      ============  ========  ======  =======  =================  ============  ============

                              See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                        5
<PAGE>

<TABLE>
<CAPTION>
                               THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                                        2002         2001
                                                                                    ------------  ----------
<S>                                                                                 <C>           <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                         $(1,003,938)  $(538,283)
   Adjustment to reconcile net loss to net cash provided by (used in)
     operating activities:
       Depreciation and amortization                                                    106,674      94,253
   Changes in operating assets and liabilities:
     (Increase) decrease in:
       Accounts receivable                                                              (36,931)          -
       Prepaid expenses and other                                                       (62,396)     (3,225)
     Increase (decrease) in:
       Accounts payable and accrued expenses                                            744,140    (161,219)
       Due to stockholders and related party                                            107,491           -
       Deferred revenue                                                                 (28,289)    (81,171)
                                                                                    ------------  ----------

   NET CASH USED IN OPERATING ACTIVITIES                                               (173,249)   (689,645)
                                                                                    ------------  ----------

 CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                                   (24,961)    (47,465)
   Investment in program development costs                                             (947,144)    (88,554)
   Purchase of intangible assets                                                         (6,520)    (36,702)
   Other assets                                                                            (855)     (4,162)
                                                                                    ------------  ----------

   NET CASH USED IN INVESTING ACTIVITIES                                               (979,480)   (176,883)
                                                                                    ------------  ----------

 CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of preferred stock Series B                                         -     960,000
   Proceeds from sale of Series C Convertible Redeemable Preferred Stock              2,444,680           -
   Payments on loan from stockholder                                                          -     (20,000)
                                                                                    ------------  ----------

   NET CASH PROVIDED BY FINANCING ACTIVITIES                                          2,444,680     940,000
                                                                                    ------------  ----------

 NET INCREASE IN CASH                                                                 1,291,951      73,472
 CASH, BEGINNING OF THE YEAR                                                            236,822     163,350
                                                                                    ------------  ----------
 CASH, END OF THE YEAR                                                              $ 1,528,773   $ 236,822
                                                                                    ============  ==========

                          See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                                        6
<PAGE>

<TABLE>
<CAPTION>
                                                                                        2002         2001
                                                                                    ------------  ----------
 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid during the year for:
<S>                                                                                 <C>           <C>
   Interest                                                                         $    22,701   $       -
                                                                                    ============  ==========
   Income taxes                                                                     $     2,378   $   1,990
                                                                                    ============  ==========


 Supplemental 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   $       -
                                                                                    ============  ==========
   Post merger assumption of Gama Computer's liabilities                            $         -   $  52,702
                                                                                    ============  ==========

                       See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                        7
<PAGE>

            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


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 18, 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 become 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 it 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,  as  more  fully  described  below.

     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.


                                        8
<PAGE>

            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


     Basis  of  presentation

     For  accounting  purposes,  the  transaction has been 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  are  those  of  sole  proprietorship  and  became those of Bluebook
International  even  though  they  are labeled as those of the Company's. In the
recapitalization,  historical  stockholders'  equity  of  Bluebook International
prior  to  the  merger  is  retroactively  restated for the equivalent number of
shares  received  in  the  merger with an offset to paid-in capital. Accumulated
deficit of the Company is reversed to paid-in capital. Basic earnings (loss) per
share  prior  to  the  merger  are  restated to reflect the number of equivalent
shares  issued to Bluebook International stockholders. This transaction has been
included in these financial statements as if the transaction was effective as of
January  1,  2000.

     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 $1,003,938 a negative cash flow from
operations  of $173,249 and has a net stockholders' deficiency of $991,541 as of
December  31,  2002.  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.

     The  Company  has  incurred  negative  cash  flow from operations in recent
years.  As  of  December  31,  2002  the  Company  had cash of $1,528,773 and an
accumulated  deficit of $1,591,151.  Our 2002 negative operating cash flows were
funded  primarily  through  the sale of various products and private financings.
The  Company  believes it has sufficient cash to fund its operations through the
second  quarter  of 2003, excluding any costs associated with outside vendors to
complete  the  development  of  B.E.S.T.Net  and  B.E.S.T.Central.  The  Company
intends  to  seek  additional  capital in the next six months through additional
private  placements  or  sale  of  various products.  If it is not successful in
raising  additional  capital, it can reduce operating expenses through headcount
reductions  in  restructurings.  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
reported  period  certain reported amounts and disclosures. Actual results could
differ  from  those  estimates.


                                        9
<PAGE>

            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


     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 as of December 31, 2002
and  2001  approximates  their  respective  fair  values  due  to  the demand or
short-term  nature  of  those  instruments.

     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.

     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  is  capitalized  only if it has an
alternative  future  use.  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.  Capitalization  of 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.  As of  December  31,  2002,  the Company  reviewed  the program
development costs for impairment and determined that such costs are recoverable.


     Intangible  assets

     Intangible  assets  consist  of  customers  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.

     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.
As  the  Company  has no outstanding options or warrants, basic and diluted loss
per  share  are  the  same  for  the  years  ended  December  31, 2002 and 2001.


                                       10
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


     Revenue recognition


     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 is recognized as
earned when all of the  following  criteria are met:  persuasive  evidence of an
arrangement  exists;  delivery has occured or services have been  rendered;  the
price to the buyer is fixed or determinable,  and;  collectibility is reasonably
assured.  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  August  2001,  the  FASB  issued  SFAS  No.  143,  Accounting for Asset
Retirement Obligations.  SFAS No. 143 requires the fair value of a liability for
an  asset  retirement  obligation  to be recognized in the period in which it is
incurred  if  a  reasonable  estimate of fair value can be made.  The associated
asset  retirement  costs  are  capitalized as part of the carrying amount of the
long-lived  asset.  SFAS  No.  143 is effective for fiscal years beginning after
June 15, 2002.  The Company believes the adoption of this Statement will have no
material  impact  on  its  financial  statements.

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

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


                                       11
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


     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

     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.   PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consists of the following as of December 31, 2002
and  2001:

<TABLE>
<CAPTION>
                                                2002      2001
                                              --------  --------
<S>                                           <C>       <C>
               Furniture                      $ 43,714  $ 42,607
               Office equipment                144,150   120,295
                                              --------  --------
                                               187,864   162,902
               Less accumulated depreciation    98,890    69,099
                                              --------  --------

                                              $ 88,974  $ 93,803
                                              ========  ========
</TABLE>

     Depreciation expense charged to operations in 2002 and 2001 was $29,791 and
$25,171,  respectively.

3.   PROGRAM DEVELOPMENT COSTS

     Program  development costs consist of the following as of December 31, 2002
and  2001:


                                       12
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                   2002       2001
                                                ----------  --------
<S>                                             <C>         <C>
               Cost of developed software       $  265,911  $265,912
               Cost of software in development   3,125,862    78,718
                                                ----------  --------
                                                 3,391,773   344,630
               Less accumulated amortization       234,917   166,790
                                                ----------  --------

                                                $3,156,856  $177,840
                                                ==========  ========
</TABLE>

     Amortization of program development costs charged to operations in 2002 and
2001  was  $68,127  and  $67,424  respectively. As of December 31, 2002, 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  2003 The following is a schedule by years of future minimum amortization
of  programming  costs  as  of  December  31,  2002:

<TABLE>
<CAPTION>
                  YEAR ENDING DECEMBER 31,    AMOUNT
                  ------------------------  ----------
<S>                                         <C>


                  2003                      $  535,270
                  2004                         881,698
                  2005                         720,052
                  2006                         712,300
                  2007 and after               307,536
                                            ----------
                     Total                  $3,156,856
                                            ==========
</TABLE>

4.   INTANGIBLE ASSETS

     Intangible assets consist of the following as of December 31, 2002 and
2001:

<TABLE>
<CAPTION>
                                               2002     2001
                                              -------  -------
<S>                                           <C>      <C>
               Graphic arts & other           $38,212  $31,692
               Customer list                    5,010    5,010
                                              -------  -------
                                               43,222   36,702
               Less accumulated amortization   10,414    1,658
                                              -------  -------
                                              $32,808  $35,044
                                              =======  =======
</TABLE>

     Amortization  of  intangibles  charged  to  operations in 2002 and 2001 was
$8,756 and $1,658, respectively.  The following is a schedule by years of future
minimum  amortization  of  intangible  assets  as  of  December  31,  2002:


                                       13
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                  YEAR ENDING DECEMBER 31,  AMOUNT
                  ------------------------  -------
<S>                                         <C>


                  2003                      $ 9,105
                  2004                        8,941
                  2005                        6,736
                  2006                        5,248
                  2007 and after              2,778
                                            -------
                     Total                  $32,808
                                            =======
</TABLE>

5.   CAPITAL STOCK TRANSACTIONS

     Common  Stock
     -------------

     Pursuant  to  the  merger agreement, effective October 1, 2001, the Company
acquired  all  of  the  issued  and  outstanding  capital  stock  of  Bluebook
International,  and  issued  a total of 32,700,000 shares of common stock to the
Bluebook  stockholders.  The Company's then majority stockholder surrendered and
cancelled  19,200,000  shares  of  its  common  stock.

     On  November  6,  2001, the Company effected a three-for-one stock split of
its  common  stock.  All  common  stock  shares  and per share amounts have been
restated  to  reflect  the  effect  of  the  split.

     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.


                                       14
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



     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. This beneficial conversion feature is analogous to a dividend and was
recognized as a return to the preferred shareholder at the date of issuance (the
date of earliest conversion). Since the Company has no accumulated earnings, the
dividend was recorded as a reduction  in paid in capital,  with a  corresponding
increase to paid in capital for the beneficial  conversion feature. As such, the
transaction had no financial statement effect. 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 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.

6.   INCOME  TAXES

     As  of  December  31,  2002,  the  Company  had  Federal net operating loss
carryforwards  of  approximately  $1,175,000  expiring  in various years through
2022,  which  can  be used to offset future taxable income, if any.  No deferred
asset  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,  2002  and  2001:


                                       15
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                          2002        2001
                                                       ----------  ----------
<S>                                                    <C>         <C>
               Benefit of operating loss carryforward  $ 470,000   $ 191,000
               Increase in valuation allowance          (470,000)   (191,000)
                                                       ----------  ----------
               Net deferred tax asset                  $       -   $       -
                                                       ==========  ==========
</TABLE>

     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, 2002 and 2001. The provision for income taxes using the
statutory  federal  income  tax  rate as compared to the Company's effective tax
rate  is  summarized  below:

<TABLE>
<CAPTION>
                                    December 31,
                                    ------------
                                    2002   2001
                                    -----  -----
<S>                                 <C>    <C>

          Tax expense (benefit) at
          statutory rate            (34%)  (34%)
          Adjustments to change in
          valuation allowance         34%    34%
                                    -----  -----

                                         -    -
                                      ====  ====
</TABLE>

7.   RELATED PARTY TRANSACTIONS


     Effective  as  of  January  1,  2002, Bluebook International entered into a
consulting agreement with Daniel E. Josipovich, father of our executive officers
Mark  A.  Josipovich and Daniel T. Josipovich. Aggregate fees paid or payable to
Daniel  E.  Josipovich  for  consulting  services  rendered and related expenses
during  the  years  ended  December 31, 2002 and 2001 were $189,708 and $53,000,
respectively.


     As  part  of  the  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,  2002 and 2001, under the above definition, the
Company  has a 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,  2002, accounts payable
includes  $100,000  due to this vendor.


     In  August  2002  the  Company entered into a Stock Purchase Agreement with
Cotelligent,  Inc. in which we sold Cotelligent approximately 5.3 million shares
of  our  Series C Convertible Preferred Stock 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
includes  $270,893 due to this vendor. The Company has terminated the Consulting
Services  Master  Agreement between Cotelligent and Bluebook International under



                                       16
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


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  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 revenues from sales of these
products  were not realized when expected. We have engaged a Microsoft Certified
Partner  to complete development of B.E.S.T.Net and B.E.S.T.Central products and
have  obtained  an  estimate  of $275,000 to $350,000 to complete 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.

     Before  moving into its new office facility, the Company utilized an office
space  located  at  the personal residence of Daniel E. Josipovich.  The Company
was  not  charged  rent  expense for the use of the facility for the period from
January  1,  2001  through  October  31,  2001.


8.   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  under the leases for the years ended December 31, 2002 and 2001
was  $64,440 and $15,230, 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,  2002.

<TABLE>
<CAPTION>
                YEAR ENDING DECEMBER 31,   AMOUNT
                ------------------------  --------
<S>                                       <C>
                2003                      $ 91,010
                2004                        58,338
                2005                         3,492
                2006                           232
                                          --------
                   Total                  $153,072
                                          ========
</TABLE>

     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.
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.


                                       17
<PAGE>
            THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


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.

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

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

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

9.   RESTATEMENT

     The  Company  has  previously  restated  the  December  31,  2001 financial
statements.  The  restatement  was  filed  on  April  15,  2003  as part of Form
10-KSB/A-2.


                                       18
<PAGE>

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


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


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

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


                                       14
<PAGE>
                                    PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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

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


     There  are no family  relationships  between  any  director  and  executive
officer,  except  Mark A.  Josipovich  and his  brother  Daniel  T.  Josipovich.
According to our bylaws,  the term of office for our  directors is one (1) year,
and until their successors are elected and qualified.


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

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

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

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


     David  M.  Campatelli,   Director,  is  currently  a  Spanish  and  English
Instructor at Long Beach Unified School District,  Long Beach,  California.  Mr.
Campatelli also currently serves as a Teacher and Consultant with the California
Reading and Literature Project in San Diego, California,  and lectures,  teaches
and trains for primary language  institutes  throughout the State of California.
Mr. Campatelli has been a consultant to Toscana  Incorporated,  an international
import/export firm, since 1993.

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



                                       15
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                             SUMMARY COMPENSATION TABLE
                                ANNUAL COMPENSATION

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

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

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


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

EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS

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

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

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


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

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



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

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

Notes
-----
(1) Unless otherwise indicated, all persons named in the table have sole voting
and investment power with respect to the shares of common stock beneficially owned
by them.
(2) Includes 11,350,000 shares of common stock and 1,000 shares of Series B
Preferred Stock convertible into 3,508,772 shares of common stock as of April 2,
2003.


(3) Based upon information derived from a Schedule 13D filed on January 17, 2003
by  Cotelligent  pursuant ot Section 13D of the  Securities  and Exchange Act of
1934 and the rules promulgated  thereunder (the "Exchange Act"), reporting their
beneficial  ownership of our Series C Convertible  Redeemable  Preferred  Stock.
According  to the  Schedule  13D,  Cotelligent,  Inc. Has sole power to vote and
dispose  of  5,316,704  shares  of Series C  Preferred  Stock  convertible  into
5,316,704  shares of common stock.  The address for  Cotelligent  is 100 Theory,
Suite 200, Irvine, California 92612.

(4) Includes 1,050 shares of Series B Preferred Stock convertible into 3,684,211
shares of common stock as of April 2, 2003.  The address for Johanna Ventures Ltd.
is Le Quesne Chambers, 9 Burrard Street, St. Helier, Jersey JE2 4WS.
</TABLE>


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

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

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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Effective as of January 1, 2002, Bluebook International entered into a
consulting agreement with Daniel E. Josipovich, father of our executive officers
Mark A. Josipovich and Daniel T. Josipovich.  Aggregate fees paid or payable to
Daniel E. Josipovich for consulting services rendered and related expenses
during the year ended December 31, 2002 was $189,708.


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


     Paul D. Sheriff, one of our directors, serves as President of PDSA, Inc.,
one of our consultants.  Aggregate fees billed to us by PDSA for consulting
services rendered during the years ended December 31, 2002 and December 31, 2001
were $158,770 and $75,000, respectively.


     In August 2002 we entered into a Stock Purchase  Agreement with Cotelligent
in which we agreed to sell Cotelligent  approximately  5.3 million shares of our
Series C Convertible Preferred Stock for $5.1 million in two tranches. The first
tranche closed in August 2002 in which Cotelligent purchased approximately 3.055
million  shares of Series C Convertible  Preferred  Stock with a combination  of
cash in the  amount  of $1.5  million  and  extinguishment  of $2.1  million  of
outstanding accounts payable. The second tranche closed in December 2002 for the
purchase of the remaining shares of Series C stock in cash in the amount of $1.5
million. In connection with this financing,  we also entered into the Consulting
Agreement with Cotelligent under which  Cotelligent was to complete  development
of B.E.S.T.Net and  B.E.S.T.Central,  which has recently been  terminated.  (See
"Recent  Events.")  Prior to termination of the  Consulting  Agreement,  we paid
Cotelligent $2,413,375 for its services.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K


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

Exhibit No.    Description


3.1(a)         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            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 the Company, Bluebook International, Bluebook
               Acquisitions Corp., Bluebook's Shareholders and Andrew Hromyk,
               incorporated by reference to the Information Statement filed with
               the Securities and Exchange Commission of October 12, 2001.

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

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

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


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.



     On  November  7,  2002,  we filed one  report on Form 8-K,  as  amended  on
December  31, 2002,  during the last quarter of the fiscal year ending  December
31, 2002, in which we reported a change in our independent auditors.

ITEM 14.  CONTROLS AND PROCEDURES

         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.

                                       19
<PAGE>
                                   SIGNATURES



     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this amended report on Form 10-KSB/A-2 to be signed on it's behalf by
the undersigned, hereunto duly authorized.



THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY





Date:  October 21, 2003             By:   /s/  Mark  A.  Josipovich
                                       ---------------------------------------
                                    Mark A. Josipovich, 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 October 21, 2003.


Name                         Title

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

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


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


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


                             Director
------------------------
Paul D. Sheriff


                                       20