Exhibit 99.1



                   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.


                                                        6
<PAGE>

                                                                                        2002         2001
                                                                                    ------------  ----------
 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid during the year for:
   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.
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.

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

     Intangible  assets

     Intangible  assets  consist  of  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

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

     Income taxes

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

     Recent financial accounting standards

     In  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.  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.  The  Company  believes  that  the  services rendered by Daniel E.
Josipovich  were  on  terms no more favorable than those with unrelated parties.

     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. We believe that the services rendered to
us  by  PDSA  were on terms no more favorable than those with unrelated parties.

     In  August  2002  the  Company entered into a Stock Purchase Agreement with
Cotelligent,  Inc. 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>