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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ANNUAL REPORT ON FORM 10-KSB


                                AMENDMENT NO. 3


            [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

COMMISSION FILE NUMBER 1-16187

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

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

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

                                  (949) 470-9534
              (Registrant's telephone number, including area code)
           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:
                    Common Stock, par value $.0001 per share
                                (Title of Class)

Check  whether  the Issuer (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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB. [ ]

The Issuer's revenues for the most recent fiscal year were $694,097.
The  aggregate  market  value  of  the  Common  Stock  of the Registrant held by
non-affiliates of the Registrant on April 5, 2002, based on the closing price of
the  Common  Stock  as  quoted  on  the  OTC  Bulletin  Board  on such date, was
approximately  $36.5  million.

The number of shares of the Registrant's Common Stock outstanding as of April 5,
2002  was  38,733,411  shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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<PAGE>
<TABLE>
<CAPTION>
                               THE BLUEBOOK INTERNATIONAL HOLDING COMPANY


                                    ANNUAL REPORT ON FORM 10-KSB/A-3


                                                  INDEX


                                                                                                    Page
                                                                                                    ----
PART I.
-------
<S>                                                                                                 <C>
          ITEM 1.    Business, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          ITEM 2.    Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
          ITEM 3.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
          ITEM 4.    Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . .   7

PART II.
--------
          ITEM 5.    Market for Registrant's Common Equity and Related Stockholder Matters . . . . .   7
          ITEM 6.    Management's Discussion and Analysis of Financial Condition and
                     Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
          ITEM 7.    Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
          ITEM 8.    Changes in and Disagreements with Accountants on Accounting
                     and Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

PART III.
---------
          ITEM 9.    Directors, Executive Officers, Promoters and Control Persons of the Registrant;
                     Compliance with Section 16(a) of the Exchange Act . . . . . . . . . . . . . . .  13
          ITEM 10.   Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
          ITEM 11.   Security Ownership of Certain Beneficial Owners and Management. . . . . . . . .  15
          ITEM 12.   Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . .  16
          ITEM 13.   Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . .  16

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
</TABLE>


<PAGE>
                                EXPLANATORY NOTE


This Amendment No. 3 to the Annual Report on Form  10-KSB/A-3 for the year ended
December  31, 2001 is being filed for the purpose of amending  Note 3 and Note 7
to Consolidated Financial Statements. All information in this Amendment No. 3 to
the Annual  Report on Form  10-KSB/A-3  is as of December  31, 2001 and does not
reflect any subsequent  information or events.  For subsequent  information  and
events,  reference  should be made to our Annual  Report on Form  10-KSB for the
fiscal year ended  December 31, 2002, as amended,  and other reports filed under
the Securities and Exchange Act of 1934 subsequent to the period covered by this
Annual Report on Form 10-KSB/A-3.



                                     PART I


This Annual  Report on Form  10-KSB/A-3  includes  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Exchange  Act of 1934,  as  amended.  These  include,  among
others,  the  statements  about  our  plans and  strategies  under the  headings
"Description of Business" and "Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations."  When  used in this  document  and the
documents  incorporated  herein by reference,  the words "believes,"  "expects,"
"anticipates,"  "intends,"  "plans,"  "estimates,"  or similar  expressions  are
intended to identify,  in certain  circumstances,  forward  looking  statements.
Forward-looking  statements  are not  guarantees of future  performance  and are
subject to certain risks,  uncertainties,  and other factors,  some of which are
beyond the our control,  are difficult to predict and could cause actual results
to  differ  materially  from  those  expressed  in  forward-looking  statements.
Although it is not  possible to itemize all of the factors and  specific  events
that could affect the outlook of a technology  company like ours  operating in a
competitive  environment,  factors  that  could  significantly  impact  expected
results  include:  the acceptance of our technology;  the effect of national and
local  economic  conditions;  our  outstanding  indebtedness;  the  loss  of key
employees;  competition  from  technologies  developed by other  companies;  the
ability to attract  and  retain  employees;  and the  ability  to  identify  and
consummate  relationships with strategic partners, as well as risks set forth in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  - Factors  That Could Impact  Future  Results,"  set forth in Item 6
below. Although we believe that our plans, intentions and expectations reflected
in or suggested by such forward  looking  statements are  reasonable,  we cannot
assure that such plans,  intentions  or  expectations  will be achieved.  Actual
results may differ materially from the  forward-looking  statements made in this
Annual Report on Form 10-KSB, Form 10-KSB/A,  10-KSB/A-2,  and 10-KSB/A-3. We do
not intend to update any forward-looking  statements, and we hereby disclaim any
obligation to update such forward-looking statements.



ITEM 1. Description of Business.

     (a)  Business  Development

     The Bluebook International Holding Company (the "Company") was incorporated
as  Gama  Computer  Corporation in Delaware on December 17, 1997.  On January 9,
1998,  the  Company  merged  with  Gama,  Inc., a Colorado corporation, and Gama
Computer  Corporation  became  the  surviving  company.

     On  September  24,  2001,  the  Company;  the  Company's  then  principal
shareholder,  Andrew  Hromyk  ("Mr.  Hromyk");  the  Company's  wholly-owned
subsidiary,  Bluebook Acquisitions Corp., a Nevada corporation ("Acquisitions");
The  Bluebook International, Inc., a Nevada corporation ("Target"); and Target's
stockholders,  Mark  A.  Josipovich, Daniel T. Josipovich, Daniel E. Josipovich,
and  Dorothy  E. Josipovich (collectively, the "Target's Stockholders"), entered
into  an  Agreement  and  Plan  of Merger, dated September 24, 2001 (the "Merger
Agreement").  A  copy  of the Merger Agreement was filed with the Securities and
Exchange  Commission  on  October  12,  2001,  as  an Exhibit to our Information
Statement.  Pursuant to the Merger Agreement, the Target's Stockholders acquired
an  aggregate  of  10,900,000 shares of the Company's common stock issued by the
Company  (the "Transaction") in exchange for all of the outstanding Common Stock
of Target, consisting of 7,083,332 shares.  Additionally, pursuant to the Merger
Agreement,  Mr.  Hromyk returned to treasury 6,400,000 shares of Common Stock to
the  Company.  The  closing  of the Transaction was effective on October 1, 2001
(the  "Closing").  Following the Closing, there were 12,911,137 shares of Common
Stock  of  the  Company  outstanding.  On  November  7,  2001,  each  issued and
outstanding  share  of  Common  Stock  was converted into three shares of Common
Stock  of  the Company, and as of March 9, 2002, there were 38,733,411 shares of
Common  Stock  of  the  Company  issued  and  outstanding.

     Acquisitions  survived  the  Merger  and  changed  its name to The Bluebook
International, Inc. (hereinafter referred to as "Bluebook International").  From
and  after  the  Closing,  our  principal asset became, and has continued to be,
Bluebook  International.  In  accordance  with the plain English requirements of
the  SEC, the terms "we" and "us" refer to the Company, including its subsidiary
Bluebook  International,  unless  the  context  requires  otherwise.


<PAGE>
     As  a  condition  to  the Exchange, we were required to issue an additional
2,050  shares  of  Series  A Convertible Preferred Stock for a purchase price of
$1,000  per  share for a total consideration of $1,050,000 cash and satisfaction
of  $1,000,000  in  outstanding debt (the "Private Offering").  The Exchange and
Private  Offering  closed  on October 1, 2001 and are reflected in the financial
statements  furnished  in  this  report.  On October 11, 2001, we filed with the
Securities and Exchange Commission an Information Statement pursuant to SEC Rule
14f-1  under  the Securities Exchange Act of 1934, as amended, which among other
things  described  the  proposed  Exchange  (the  "Information Statement").  The
Information  Statement,  along  with  the  Merger  Agreement attached thereto as
Exhibit  "A,"  are  incorporated  by  reference in this report.  In addition, on
October  16,  2001,  we  filed  a  current  statement  on  Form  8-K,  which  is
incorporated  herein  by  this  reference.

     The  Series  A  Stock was subsequently cancelled and exchanged for Series B
Convertible  Preferred  Stock  ("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 we have
not  authorized  the  issuance of any additional Series B Stock.  The holders of
Series  B Stock have a preferred return of capital in the amount of the purchase
price  totaling  $2,050,00.00 and a right to convert such shares to common stock
at  the  rate  of the lesser of 75% of market value or $1.67 per share.  We have
the  right to repurchase the Series B Stock at any time prior to conversion at a
purchase  price  of  $1,300  per  share.

     No bankruptcy, receivership or similar proceeding has occurred with respect
to  the  Company.

     (b)  Business  of  Issuer

          (1)  Principal products or services and their markets.

               (A)  The Bluebook and B.E.S.T. (TM)
                    ------------------------------

     Our  principal  asset  is  Bluebook  International.  Bluebook International
(formerly,  Target)  incorporated  in  the  State of Nevada on December 5, 2000.
Bluebook  International  purchased all of the business assets owned by Daniel E.
Josipovich  and  Dorothy  E.  Josipovich, husband and wife (the "Josipoviches"),
used  in  the  business  of  creating,  developing and distributing products and
services  related  to  the Bluebook of Cleaning, Reconstruction and Repair Costs
(the  "Bluebook"),  including  the software version known as Bluebook Estimating
Systems  Technology,  also known as B.E.S.T.(TM).  The Josipoviches operated the
business  known  as  "The  Bluebook"  for  over 37 years, which was dedicated to
developing,  distributing  and  managing  the Bluebook, B.E.S.T.(TM) and related
products.  Daniel T. Josipovich and Mark A. Josipovich, sons of Josipovich, were
Bluebook International's principal co-founders, officers and directors, and they
were  intimately  involved  in the creation, development and distribution of our
products.

     The  Josipoviches  started  selling  the  Bluebook  in  1964 under the name
Bluebook for Adjusters and Contractors.  The Bluebook contained the average unit
pricing  attendant  to the cleaning, reconstruction and repair industries in the
form  of  both  a  desk  and  pocket  size  book.

     In  1982,  the  Josipoviches created an estimating software package for the
insurance  and property construction industries that incorporated their database
of  unit pricing into a software format, thereby allowing subscribers the option
of  retrieving  the  Bluebook  data in either book or computer-generated format,
known as B.E.S.T.(TM).  B.E.S.T.(TM) has gone through software upgrades over the
past  eighteen  years  and  the  latest  version is known as B.E.S.T.6(TM).  The
majority  of  our  revenue  comes  from  the  sale  of  B.E.S.T.6(TM).

               (B)  B.E.S.T.Net(TM)
                    ---------------

     We  are  continuing  to  develop  B.E.S.T.Net(TM)  to supplement the use of
B.E.S.T.6(TM).  B.E.S.T.Net(TM)  has been in the process of development for five
years.  If  we meet our development goals, B.E.S.T.Net(TM) will be completed and
ready  for  distribution in the third quarter of 2002. Our current business plan
depends  upon  the  successful development and implementation of B.E.S.T.Net(TM)
into  the  marketplace.


<PAGE>
     B.E.S.T.Net(TM)  is an advanced installed, server-based and web interactive
estimating  claims  solution  for  the  insurance,  service  and  construction
industries.  B.E.S.T.Net(TM)  manages  the communication and facilitation of the
property  and  casualty  insurance  claims  process  from  beginning  to  end.
B.E.S.T.Net(TM)  can  provide  "up to the minute" information on every insurance
claim  to millions of people given access by an insurance company, including the
insurance company's staff, independent claims adjusters, third-party contractors
and  subcontractors,  insurance agents, and policyholders.  B.E.S.T.Net(TM) will
have  the  ability  to  connect  to  one  central  system all of the people from
multiple  industries  involved  with  the property and casualty insurance claims
process.  B.E.S.T.Net(TM)  allows  authorized persons to file an insurance claim
with the insurance company electronically from any location 24 hours a day.  The
record of the claim, normally a paper and computer heavy logistical chore, flows
seamlessly  through a central system and tracks its status from the beginning to
the  final  statement of loss issued by the insurance company and payment to the
policyholder  or  third  parties  such  as  contractors and subcontractors. With
B.E.S.T.Net(TM) installed, an insurance company's staff, supervisors, agents and
policyholders,  along  with  authorized  outside parties that have purchased and
installed  B.E.S.T.Net(TM),  such  as  independent insurance agents, independent
adjusters,  and  third-party contractors and subcontractors, will have access to
almost  every  aspect  of  the insurance claims file anytime day or night.  As a
result,  we  will  initially  target  major insurance companies as our principal
market,  with  third-party  contractors, subcontractors, independent agents, and
independent  adjusters  as  our  secondary  market.

               (C)  Markets
                    -------

     We  will  target the following two distinct markets, in particular, for our
principal  source  of income:  (1) property and casualty insurance ("insurance")
companies,  and  (2)  construction,  reconstruction,  repair  and  service
("construction")  companies.

                               Insurance Companies

     There are approximately 2,500 insurance companies in the domestic insurance
market.  Our  own  informal research indicates that smaller companies, slowed by
overly  aggressive  underwriting  disciplines  to  undercut  competitors,  are
concerned  they  will be faced with restructuring or consolidation.  This is not
to  say  the  industry  is  in  a  period  of  recession but rather in a time of
consolidation.  Based  upon  our  research of the market, we estimate that 2,100
companies  representing  $225 billion dollars in premiums are looking to develop
web-interactive  facilitation  systems.

     We  will  target  insurance  companies  for  license  agreements  to  use
B.E.S.T.Net(TM)  and B.E.S.T.6(TM). We anticipate that we will need to customize
B.E.S.T.Net(TM) for larger insurance companies, and therefore, we will initially
target  these  companies  for  development agreements to customize and install a
modified  version  of  B.E.S.T.Net(TM)  onto  their central server and then onto
their  network  of  personal  computers.

                             Construction Companies

     Construction  is one of the nation's largest industries. There were 667,000
construction  companies  reportedly doing business in the United States in 1997.
(See,  Career  Guide to Industries, "Construction", Published by the U.S. Bureau
of  Labor  &  Statistics  (updated  April  19,  2000),
http://stats.bls.gov/oco/cg/cgs003.htm.).  The  industry  is  healthy  with a 9%
growth  per  annum  projected  through  2008.  (See, Career Guide to Industries,
"Construction",  Published  by  the  U.S.  Bureau of Labor & Statistics (updated
April  19,  2000),  http://stats.bls.gov/oco/cg/cgs003.htm.).

     We  will  continue to target construction companies as a primary market for
B.E.S.T.6(TM)  and  begin  targeting such construction companies for licenses to
use  B.E.S.T.Net(TM)  as  a  secondary  market.  We anticipate that construction
companies  doing  business  with  insurance  companies  that  have  installed
B.E.S.T.6(TM)  will be very interested in licensing B.E.S.T.Net(TM) to enjoy all
of  the  benefits  that  this software has to offer any business involved in the
insurance  claims  process.


<PAGE>
          (2)  Distribution  methods  of  the  products  or  services

     B.E.S.T.Net(TM)  and  B.E.S.T.6(TM)  (the  current version of B.E.S.T.(TM))
will  be  distributed  primarily  by downloading the software from the Internet.
B.E.S.T.6(TM) and B.E.S.T.Net(TM) will also be available on diskette. For large,
major  customers, we will customize B.E.S.T.Net(TM) for that particular customer
and  install it directly onto the customer's server. For example, we will modify
B.E.S.T.Net(TM)  to  fit  the  particular  claims  process  of a major insurance
company.  This modified version of B.E.S.T.Net(TM) will be installed directly on
the  insurance  company's  server.  Independent  claims  agents,  policyholders,
contractors  and  others  involved in the insurance claims process who desire to
use  the  insurance company's B.E.S.T.Net(TM) features, will be able to purchase
compatible  B.E.S.T.Net(TM)  products  by downloading the software directly from
our  server  via the Internet. We will sell and deliver software updates and new
versions through the same distribution process. If we meet our capital financing
and  development  goals, we plan to begin distribution of B.E.S.T.Net(TM) in the
third  or  fourth  quarter  of  2002.

     B.E.S.T.6(TM)  will  continue to be sold separately and will be distributed
via  the  Internet  and  through  the  mail.

          (3)  Status  of  any  publicly  announced  new  product  or  service.

     On  December  4,  2001, we entered into an agreement with Compaq to jointly
market  B.E.S.T.6(TM)  and B.E.S.T.Net(TM) with Compaq's hardware systems in the
insurance  industry.  We  continue  to  work  with  Compaq  to develop marketing
strategies  that  will  be  fully  implemented  once  the  development  of
B.E.S.T.Net(TM)  is  complete. If we meet our development goals, B.E.S.T.Net(TM)
will  be  completed  and  ready  for  distribution in the third quarter of 2002.

     On  or  about  April  1,  2002, we announced that we entered into a license
agreement  for  B.E.S.T.6(TM)  and  a development agreement for B.E.S.T.Net(TM),
with  California  Insurance Group ("CIG"), one of California's premier insurance
companies.  We  should  begin  to  receive  revenues  from  the  license  of
B.E.S.T.Net(TM)  on  or  about  August,  2002.  We  should  begin work under the
development agreement on or about April 2002. We can not be certain at this time
if  or  when  we  will  begin  receiving  revenue as a result of the development
agreement  with  CIG.

          (4)  Competitive  business  conditions and the small business issuer's
competitive  position  in  the  industry  and  methods  of  competition.

     The  Bluebook  and B.E.S.T.6(TM) are not the only products available on the
market  that  provide  unit  price  estimation associated with insurance and the
construction  industries.  In  addition, B.E.S.T.Net(TM) is not the only product
on the market that seeks to streamline the bureaucracy of the insurance industry
by using software and the Internet.  Other companies provide similar products in
this  market,  which  is  hereinafter  referred to as the "Unit Pricing Market."
Many  competitors  in  the Unit Pricing Market are also leaders in the insurance
and/or  the  construction  industry.  We  believe  The  Bluebook  is the leading
independent  publication  in  the  Unit  Pricing  Market.

     We  have  three  major  competitors  for the sale of our B.E.S.T.6 (TM) and
B.E.S.T.Net(TM)  products:

                                    XACTIMATE

     Xactimate  is  the  industry  leader  in  the  software  Market in both the
insurance  industry  and the construction industry, with an estimated 30% of the
insurance  market  and  24%  of  the  construction  industry.

     To  date,  we are not aware of any product offered by Xactimate with all of
the  capabilities  of  B.E.S.T.Net(TM).

                            MARSHALL SWIFT/BOECKH/DDS

     Marshall  Swift/Boeckh  ("MSB")  owns  the second largest share of the Unit
Pricing  Market  serving  the insurance industry.  Boeckh, founded in 1994, grew
quickly  over  a  two-year  stretch to earn an estimated 27% of the Unit Pricing
Market  serving  the  insurance  industry.


<PAGE>
     To  date,  we  are  not aware of any product offered by MSB with all of the
capabilities  of  B.E.S.T.Net(TM).

                                     SIMSOL

     Simsol, historically an independent adjusting firm, entered business in the
software  market  for  insurance  and construction companies in about 1988.  The
Orlando based company originally created the program for their own adjusters but
soon  began  marketing  the  software  to  others  through  word  of  mouth.

     To  the  best of  our knowledge, Simsol's product does not offer all of the
capabilities  of  B.E.S.T.Net(TM),  and to date, we are not aware of any product
offered  by  Simsol  with  all  of  the  capabilities  of  B.E.S.T.Net(TM).

     In  the  insurance  industry,  we  estimate that we hold approximately four
percent (4%) of the market share with our sale of The Bluebook and B.E.S.T.6  We
estimate  Xactimate  holds thirty-five percent (35%), MSB fourteen percent (14%)
and  Simsol  four percent (4%). We estimate that forty-three percent (43%) is an
open  market.

     In  the  construction  industry,  we  estimate  that  we hold approximately
fifteen  percent  (15%)  of  the  market share with our sale of The Bluebook and
B.E.S.T.6  We  estimate  Xactimate holds nineteen percent (19%) and Simsol three
percent  (3%).   We  estimate  that sixty-three percent (63%) is an open market.

     If  we  meet  our  target completion dates, we believe that B.E.S.T.Net(TM)
will  be  the  only  hosted  and installed cost estimation and claims management
system that will allow anytime, anywhere management of the entire claims process
to  include  auditing  features.  Our  information  regarding our competitors is
limited  to public knowledge in the marketplace. We cannot be certain if we will
be  the  first  to  introduce  such  software, or if successful, how long we may
remain  the  only  company  providing  a  complete  software solution similar to
B.E.S.T.Net(TM).

          (5)  Sources  and  availability  of  raw  materials  and  the names of
principal  suppliers.

     The  primary  raw  material  used in The Bluebook and B.E.S.T.6(TM) is data
collected  from  Bureau  of  Labor  and Statistics, US Treasury Department, IRS,
Census  Bureau,  telephone,  mail  and person-to-person surveys, publications of
Industry  Accepted  Standards,  and  similar  published  information.

     The  primary  raw material used in B.E.S.T.Net(TM) is programming and other
intellectual  property  developed  by our employees and outside consultants.  We
are  currently  under  contract with Cotelligent USA, Inc. to complete the final
phase  of  development  of  B.E.S.T.Net(TM).

          (6)  Dependence  on  one  or  a  few  major  customers.

     Our  current  revenues  are  from  thousands of small customers in both the
insurance  market  and construction market, as well as other peripheral markets,
and  therefore,  we are not dependent upon one or a few customers.  According to
our  current  business  plan, however, the future high growth of our revenues is
dependent  upon  successfully  marketing  B.E.S.T.Net(TM)  to  one or more major
insurance  companies.  Our  short-term  goals  include  entering  into long-term
contracts  with at least 5 of insurance companies by the end of 2002 and another
21  of  such  insurance  companies  over  the  next  3  years.

          (7)  Patents,  trademarks,  licenses, franchises, concessions, royalty
agreements  or  labor  contracts,  including  duration.

     We own the following trademarks:

               -    Blue  Book  for  Adjusters  &  Contractors
               -    DeeJay  Advertising  -  Blue  Book  Account
               -    Bluebook  of  Cleaning,  Reconstruction  and  Repair  Costs
               -    The  Bluebook  (including  logo)
               -    B.E.S.T.
               -    B.E.S.T.Net
               -    B.E.S.T.Central


<PAGE>
     We own the following copyrights:

               -    Adjuster/Contractor  Blue  Book 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)  1985
               -    The  Bluebook  of Cleaning, Reconstruction and Repair Costs,
                    (C)  1989,  1997,  1999
               -    The  Bluebook  of Cleaning, Reconstruction and Repair Costs,
                    Pocket  Editions,  (C)  1989,  1999,  2000,  2001

     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 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, 2001, under the above definition, we had a negative
net  revenue,  therefore  no  royalty  expense  were  accrued.

          (8)  Need  for  any  government  approval  of  principal  products  or
services.

     Our principal business, products and services do not require any particular
government  approval.

          (9)  Effect  of  existing  or probable governmental regulations on the
business.

     We  are  not  materially affected by existing government regulations. We do
not  anticipate  that  any  new  government  regulations will affect our primary
business,  products  and  services.  Potential  government  regulation  of  the
Internet,  including  new  federal,  state  or  local taxation, could affect the
distribution  of  our  products  over  the  Internet. Our current business model
relies  upon  distribution of our products over the Internet, and any regulation
that  increased  the cost of such distribution could have an adverse impact upon
our  net  profits.

          (10)  Estimate  of the amount spent during each of the last two fiscal
years  on  research  and development activities, and if applicable the extent to
which  the  cost  of  such  activities  are  borne  directly  by  customers.

     We  (including  the  predecessor,  sole proprietorship business acquired by
Bluebook  in  September,  2001)  expended approximately $628,000 on research and
development  of  our  products during the last two fiscal years.  We bore almost
all  of  this  cost  .

          (11)  Costs  and  effects  of  compliance  with  environmental  laws
(federal,  state  and  local).

     Our  primary business does not create any unusual hazardous material and is
not  subject  to any unique environmental laws or regulations.  No environmental
law  has  had  any  direct effect on our business,  and we have not incurred any
direct  costs  related  to  any  environmental  laws.

          (12)  Number  of  total  employees  and number of full time employees.

     As of April 5, 2002, we have 10 employees, all of which are full-time.

     (c)  Reports to Security Holders.


<PAGE>
     We  will  forward  an annual statement to our security holders prior to our
annual  meeting,  which  report  shall  include  a copy of the audited financial
statements  included  in  this  report.  We  are  a  reporting company under the
Securities  and  Exchange Act of 1934 and file periodic and special reports with
the  Securities  and Exchange Commission (SEC).  These reports include quarterly
reports  using Form 10-QSB, annual reports using Form 10-KSB and special reports
using  Form 8-K.  Additional proxy materials are filed with the SEC from time to
time  in  connection  with  any  proxy  solicitation  made  to the shareholders.

     The  public may read and copy any materials filed by us with the SEC at the
SEC's  Public  Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The  public may obtain information on the operation of the Public Reference Room
by  calling  the SEC at 1-800-SEC-0330.  We are an electronic filer, and the SEC
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and  other information regarding the Company and other issuers that
file  electronically with the SEC at the following web site: http://www.sec.gov.
Our  web  site  is  located  at  http://www.bluebook.net.

ITEM  2.  Description  of  Property.

     (a)  We  sublease  our  current  principal  offices  located  at 21098 Bake
Parkway,  Suite  100 Lake Forest, California 92630, pursuant to a lease expiring
on  July  31, 2004.  We believe our existing leased property is adequate for our
current  needs.  We  also  believe  that  the  property is adequately covered by
insurance.

     (b)  We  do  not  currently  invest  in  real  property or in securities of
companies  that  do invest in real property.  We do not currently have a plan or
policy  related  to  investment  in  real property or in securities of companies
engaged  in  real  estate  investment.

ITEM  3.  Legal  Proceedings.

     We  are  not  engaged  in  any  litigation,  and the officers and directors
presently  know  of  no  threatened  or  pending  litigation,  in  which  it  is
contemplated  that  we  will  be  made  a  party.

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

     A  special  meeting  of  the  shareholders  was held on November 6, 2001 to
approve  (1)  increasing  the  number  of  authorized  shares of common stock to
50,000,000,  and  (ii)  a  forward  three-to-one  stock  split of the issued and
outstanding  common  stock.  A  proxy  solicitation  was  delivered  to  all
shareholders  of  record as of October 25, 2001.  The shareholders approved both
proposals,  with  10,920,835  votes  in  favor, 0 opposed or withheld (including
broker  non-votes)  and  0  abstentions.

                                     PART II

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

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

                       2000               2001
                  High      Low      High      Low

First Quarter     $   -    $   -    $ 0.37     $0.25
Second Quarter    $   -    $   -    $ 1.18     $1.05
Third Quarter(1)  $0.25    $0.25    $ 8.60     $1.05
Fourth Quarter    $0.25    $0.25    $14.00(2)  $4.75

---------------------------
1  Started trading under ticker symbol of GMCP on July 14, 2000.

2  Started trading under ticker symbol of BBIC on November 9, 2001.


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

     As  of  April  5,  2002, there were approximately 74 active shareholders of
record  of  our  common  stock.

     We  have never declared or paid any cash dividends on our capital stock and
do  not  anticipate paying cash dividends on our common stock in the foreseeable
future.  We currently intend to retain future earnings 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.

     We  issued  2,050  shares  of  Series  A  Convertible  Preferred  Stock  to
accredited  investors  for  a  purchase  price of $1,000 per share. To correct a
mistake  in  the  designation of preferences, all shares of Series A Convertible
Preferred  Stock  were  cancelled  and exchanged for an equal number of Series B
Convertible  Preferred  Stock. In consideration of the issuance of the preferred
stock,  we  received  $1,050,000.00 cash and satisfaction of Company debt in the
principal amount of $1,000,000.00. The holders of Series B Convertible Preferred
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  lessor  of  (i)  75%  of market value, or (ii) $1.67 per share. A
complete  copy of the certificate of designation establishing the preferences of
the  Series B Convertible Preferred Stock is on file with the Delaware Secretary
of  State  and  can be obtained by contacting the Delaware Secretary of State at
401  Federal  Street,  Suite  4,  Dover,  Delaware 19901, telephone number (302)
739-3073.  We will also provide a copy upon receipt of written request delivered
to  the  Company  at  our principal place of business shown on the cover of this
report.

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

RESTATEMENT


The  Company has restated the consolidated balance sheet as of December 31, 2001
and the consolidated statements of operations and cash flows for the years ended
December  31,  2001  and  2000.  For  additional  information  regarding  the
restatement,  please  refer  to  Note 3 to the consolidated financial statements
included  in  "Item 7 Financial  Statement"


     (a)  Introduction

     Our  principal  business is developing and selling The Bluebook, B.E.S.T.tm
(including  updates  like B.E.S.T.6(TM)) and B.E.S.T.Net(TM).  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.6  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.

     (b)  Critical  Accounting  Policies  and  Estimates

     Our  discussion  and  analysis  of  our  financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America.  The  preparation  of  these  financial  statements
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.  On  an  on-going  basis,  we  evaluate our estimates,
including  those  related to the useful life of the assets and deferred revenue.
We  base our estimates on historical experience and on various other assumptions
that are believed 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  under  different  assumptions  or  conditions.

     We  believe  the  following  critical  accounting  policies affect our more
significant  judgments  and  estimates  used  in preparation of our consolidated
financial  statements.

          (i)  Revenue  recognition

               (A)  The  Bluebook



<PAGE>
     Revenue  from sale of The Bluebook is recognized when delivery has occurred
and  significant  risks  and rewards of ownership have transferred to the buyer,
provided  that  the  price  is  fixed or determinable and ultimate collection is
reasonably  assured.

               (B)  Subscription-based  products

     Revenue  from  sales of subscription-based products is primarily recognized
ratably  over  the  terms of each subscription. Subscription revenue received or
receivable  in  advance  of  the  delivery  of  services is included in deferred
revenue.  Incremental  costs  that  are  directly  related  to  the subscription
revenue,  if  material, are deferred and amortized over the subscription period.

               (C)  Software-related  products  and  services

     Revenue  from  software-related  products  is recognized when the following
four  criteria  are  met:

          -     Persuasive  evidence  of  an  arrangement  exists;
          -     Delivery  has  occurred  or  service  has  been  rendered;
          -     The  fee  or  sales  price  is  fixed  or  determinable;  and
          -     Collectability  is  reasonably  assured.

     If  the above criteria are met, the revenue generally is recognized ratably
on a straight-line basis over the remaining useful life of the software. 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.

          (ii) Computer  software  to  be  sold,  leased,  or otherwise marketed

     Statement  of  Financial  Accounting  Standard  No.  86  (SFAS  No.  86),
"Accounting  for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed", applies to costs of both internally developed and purchased software.
The  capitalization  of  computer  software begins upon the establishment of the
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 will be accounted for in the same
manner  as  the  costs incurred to internally develop such software. The cost of
purchasing  computer  software  that  has  an  alternative  future  use  will be
capitalized  and  accounted  for  in  accordance  with  its  use.

     Costs  of  producing  a  product  master  incurred  after  establishing
technological  feasibility  will  be capitalized.  Costs of maintenance, such as
costs  for  error  corrections  and  additions  to keep the product updated, and
customer  support  will be charged to operations. Costs incurred for duplicating
the  software,  documenting  and  obtaining  training materials from the product
masters,  and  for  physically  packaging the product for distribution should be
capitalized  as inventory. The capitalized computer software costs are amortized
on the straight-line method over the estimated economic life of the product, two
years.

          (iii)  Earnings  Per  Share

     Basic Earning Per Share (EPS) is calculated by dividing income available to
common  stockholders  (the  numerator)  by the weighted-average number of common
shares  outstanding  (the  denominator)  during  the  period. The computation of
diluted EPS is similar to the computation of basic EPS except the denominator is
increased  to  include the number of additional common shares outstanding if the
dilutive  potential  common  shares  (securities  such  as  options,  warrants,
convertible  securities,  or  contingent  stock  agreements) had been issued. In
addition,  in  computing  the  dilutive  effect  of  convertible securities, the
numerator  is  adjusted  to add back (a) any convertible preferred dividends and
(b)  the  after-tax  amount of interest recognized in the period associated with
any  convertible  debt.  The  computation  of  diluted  EPS  shall  not  assume
conversion,  exercise,  or  contingent issuance of securities that would have an
antidilutive  effect  on  EPS.


<PAGE>
          (iv) Recent  financial  accounting  standards  (SFAS)  pronouncements

     In  June  2001,  the  Financial  Accounting  Standards Board finalized FASB
Statements  No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and
Other  Intangible  Assets  (SFAS 142). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting  for  business  combinations  initiated after June 30, 2001. SFAS 141
also  requires  that we recognize acquired intangible assets apart from goodwill
if the acquired intangible assets meet certain criteria. SFAS 141 applies to all
business  combinations  initiated  after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of  SFAS  142,  that we reclassify the carrying amounts of intangible assets and
goodwill  based  on  the  criteria  in  SFAS  141.

     SFAS  142  requires,  among other things, that companies no longer amortize
goodwill,  but  instead  test  goodwill  for  impairment  at  least annually. In
addition,  we  are  required  by  SFAS  142  to identify reporting units for the
purposes  of  assessing  potential  future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized  intangible  assets,  and  cease
amortization  of intangible assets with an indefinite useful life. An intangible
asset  with  an  indefinite  useful  life  should  be  tested  for impairment in
accordance  with the guidance in SFAS 142.  We are required to apply SFAS 142 in
fiscal  years  beginning  after  December  15,  2001  to  all goodwill and other
intangible  assets recognized at that date, regardless of when those assets were
initially  recognized.  We  are  required by SFAS 142 to complete a transitional
goodwill  impairment  test  nine  months  from the date of adoption. We are also
required  to  reassess  the  useful  lives of other intangible assets within the
first  interim  quarter  after  adoption  of  SFAS  142.

     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.

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets.  SFASB 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost  to  sell,  whether  reported  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.  We  believe the adoption of this Statement will have no material
impact  on  our  financial  statements.

     (c)  Results of Operations

     Prior  to  our  acquisition  of Bluebook International, we did not have any
available credit, bank financing or other external sources of liquidity, and due
to  historical  operating  losses,  our  operations  had  not  been  a source of
liquidity.  We  needed  to  obtain  additional  capital  in  order  to  continue
operations.  In  order  to  obtain  capital,  prior  management believed that we
needed  to  sell  additional  shares  of  our  common stock or borrow funds from
private  lenders.  Prior  management believed it was in the best interest of our
shareholders  to  discontinue our business at that time and attempt to acquire a
new business which may provide more value to our shareholders.  This resulted in
the acquisition of Bluebook International discussed in Part I, Item I., Business
Development,  above.  For  accounting purposes, the transaction has been treated
as  an  acquisition  of  the Company using the purchase method of accounting, by
Bluebook  International and as a recapitalization of Bluebook International. Our
discussion  of  the results of operations and the comparisons made to the fiscal
year  ended  December 31, 2000, include the operations of Bluebook International
prior  to  and  after  our  acquisition  of  Bluebook  International.

          (i)  Fiscal Year Ended December 31, 2001 Compared to Fiscal Year Ended
December 31, 2000.

     Net Sales.  For the fiscal year ended December 31, 2001, we had revenues of
$694,097 compared to revenues of $595,526 for the fiscal year ended December 31,
2000,  an  increase  of $98,571 or approximately 17%.  The increase in sales was


<PAGE>
primarily  due  to  changes  in our marketing strategies.  In 2001, we sent more
mailers  to  potential  buyers, and we upgraded our B.E.S.T.6(TM) software which
includes  a  built-in  digital  tutorial  on  a  CD-ROM.

     Selling,  General  and  Administrative  Expenses.  Total costs and expenses
increased  to  $1,015,716  for  the fiscal year ended December 31, 2001, up from
$441,425 for the fiscal year ended December 31, 2000, an increase of $574,291 or
approximately 130%. The increase was composed of several components including an
increase  in  consultant  fees,  legal  and  accounting  fees and other expenses
associated  with  the merger described in Part I, Item 1.  Business Development,
above.

     Depreciation  and  Amortization.  The depreciation and amortization for the
year  ended December 31, 2001 was $94,253 compared to $79,934 for the year ended
December 31, 2000, an increase of $14,319 or approximately 18%. The increase was
primarily  due  to  additional  assets  that  were  acquired  in  2001.

     For  the  year  ended  December 31, 2001, we had a net loss of $538,283, or
$0.01  per  share,  compared  with  a  net  loss  of $48,930  for the year ended
December  31,  2000.  The  net  loss  for  the  year  ended December 31, 2001 is
primarily  attributable  to  increase  in  selling,  general  and administrative
expenses.

     (d)  Liquidity  and  Capital  Resources

     We  have  experienced  operating losses in recent years. For the year ended
December  31,  2001  we  had  cash  and  cash  equivalents  of  $236,822  and an
accumulated  deficit  of  $587,213.

     (e)  Plan  of  Operation

     We  expect  to  continue our development of B.E.S.T.Net(TM) and our sale of
The  Bluebook  and  B.E.S.T.(TM)  (including  B.E.S.T.6(TM)).  If  we  meet  our
expectations  for  additional capital and development performance, we will begin
significant sales of B.E.S.T.Net(TM) during the third or fourth quarter of 2002.

     To  meet  our  financial  projections,  we  plan  to sell and implement our
B.E.S.T.Net  products with one or more large insurance companies. Based upon our
analysis  of  market  conditions,  we  believe  that  the  insurance industry is
continuing  to move toward e-business solutions. According to industry analysts,
most  of  the  industry will spend the money on technology required to implement
such  e-business  solutions  over  the  next  three  years.

     Despite  the  positive  trend,  the  industry  remains  constrained  by its
infrastructure  and  will  need  to make significant advancements in technology,
office  processes,  and  employee  skills  to  deliver  successful  e-business
offerings,  such as B.E.S.T.Net. An insurance carrier that purchases B.E.S.T.Net
may  need  to  purchase  updated  or additional hardware prior to the successful
installation  and  operation of B.E.S.T.Net. Moreover, once an insurance company
begins to move in this direction, it can take a few or several months, depending
on the size of the insurance company, to fully adopt and integrate new solutions
such as our B.E.S.T.Net products. These large insurance companies are often slow
to  adopt new products requiring new hardware and software operating systems due
to a possible interruption in the day to day business flow. As a result, even if
we  enter  into  a  contract  for  the  installation of B.E.S.T.Net with a major
insurance carrier during the second or third quarter of 2002, we may not realize
any  material  revenue  from  that  contract  until  mid  to  late  2003.

     We  will  continue  to  require  expenditures  in  software development and
marketing.  These  working  capital  requirements will increase as the expansion
pace  increases.  We  expect  that we will need additional capital over the next
twelve  (12)  months  before our operating revenues equal expenses. We expect to
obtain  this  additional capital through traditional financing, convertible debt
or  the sale of additional preferred equity stock. However, our estimate of such
expenses and capital requirements may prove to be inaccurate. Due to the need to
continue  to  expand  our operations and service offerings and other factors, we
expect  that we will need to raise additional capital in future periods. We have
made  no  final  arrangements  to  obtain  additional funds, and there can be no
assurance that we will be able to obtain equity or debt financing when needed or
on  terms  that  we  find  acceptable. In addition, any equity financing that is
obtained  by  us could result in dilution to the shareholders holding the common
stock.  Sources  of  debt  financing  may result in higher interest expense. Any
financing,  if  available,  may be on terms unfavorable to us. If adequate funds
are not obtained, we may be required to reduce or curtail our operations.


<PAGE>
     We  expect to purchase fixtures, furniture and equipment to service our new
office  location  totaling  approximately  $30,000. We also expect to expand the
number  of  employees  from ten (10) to approximately fifteen (15) over the next
twelve  (12) months. These employees will include new administrative assistants,
programmers  and  sales  representatives.

     (f)  Factors That Could Impact Future Results

     While  we expect to continue our existing business related to The Bluebook,
including  the  software  version  known as B.E.S.T.(TM), and our development of
B.E.S.T.Net(TM),  there  can  be  no  assurance  that  we will achieve operating
revenue  in  excess  of development costs and other administrative expenses, nor
can there be any assurance that we will sustain the current business long enough
to  realize  any profits.  Our projections are dependent upon obtaining adequate
capital on a timely basis to complete the development of B.E.S.T.Net(TM).  If we
do not receive additional capital through traditional or equity financing during
the second quarter of 2002, we may need to adjust our target date for completion
of  B.E.S.T.Net(TM)  and  reduce  the  number  of  our  full-time employees.  In
addition,  our  projections  are based upon assumptions about the market and our
competitors  formed  from  limited  information  available  only  to the public.
Although  we believe that our plans, intentions and expectations are reasonable,
we  cannot  assure that such plans, intentions or expectations will be achieved.
Unforeseen changes in the market due to changes in social, political or economic
conditions  that  are  beyond  our reasonable control may have an adverse impact
upon  our  business,  the  insurance market or the reconstruction market and may
cause  us  to  significantly  modify  our  projections from those stated in this
report.  There  can  be no assurance that our existing products will continue to
bring  revenue  to the Company at current levels, nor can there be any assurance
that  the  future  sales, if any, of B.E.S.T.Net(TM) will result in any material
increase  in  revenue  for  the  Company.  We  hereby disclaim any obligation to
update  our  projections,  expectations and other forward-looking statements set
forth  in  this  report.

ITEM 7.   Financial Statements.

     THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
     AND SUBSIDIARY


     CONSOLIDATED FINANCIAL STATEMENTS
     YEARS ENDED DECEMBER 31, 2001 AND 2000


<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000




                                    CONTENTS




                                                                            PAGE

INDEPENDENT AUDITORS' REPORT                                                   1


FINANCIAL STATEMENTS

     Consolidated balance sheet                                                2

     Consolidated statements of operations                                     3

     Consolidated statements of stockholders' equity (deficit)                 4

     Consolidated statements of cash flows                                   5-6

     Notes to consolidated financial statements                             7-21


<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
The Bluebook International Holding Company and Subsidiary


We  have  audited  the  accompanying consolidated balance sheet as restated (See
Note  3)  of  The  Bluebook  International  Holding Company and Subsidiary as of
December  31,  2001  and  the  related  consolidated  statements  of operations,
stockholders'  equity  (deficit) and cash flows as restated (See Note 3) for the
years  ended December 31, 2001 and 2000. 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
audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the 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  audits  provide  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' equity (deficit) and its cash
flows  for  the  years  ended  December  31,  2001  and  2000 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


GOOD SWARTZ BROWN & BERNS LLP.




Los Angeles, California
March 29, 2002, except for Note 3
the date of which is September 10, 2002


                                                                               1
<PAGE>
<TABLE>
<CAPTION>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2001 (AS RESTATED)


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

CURRENT ASSETS
  Cash and cash equivalent                                                  $ 236,822
  Prepaid expenses and other                                                    3,225
                                                                            ----------

    Total current assets                                                      240,047
                                                                            ----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation                        93,803
                                                                            ----------

OTHER ASSETS
  Program development costs, net of accumulated amortization                  177,840
  Intangibles, net of accumulated amortization                                 35,044
  Other assets                                                                  4,162
                                                                            ----------

                                                                              217,046
                                                                            ----------

  TOTAL ASSETS                                                              $ 550,896
                                                                            ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                     $ 199,056
                                                                            ----------

    Total current liabilities                                                 199,056
                                                                            ----------

DEFERRED REVENUE                                                              339,443
                                                                            ----------

COMMITMENTS & CONTINGENCIES

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

                                                                               12,397
                                                                            ----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 550,896
                                                                            ==========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000 (AS RESTATED)


                                                         2001          2000
                                                     ------------  ------------
<S>                                                  <C>           <C>
SALES, net                                           $   694,097   $   595,526
                                                     ------------  ------------

OPERATING EXPENSES
  Selling, general and administrative                  1,015,716       441,425
  Depreciation and amortization                           94,253        79,934
  Proprietor's draw in lieu of salary                    121,611       126,101
                                                     ------------  ------------

                                                       1,231,580       647,460
                                                     ------------  ------------

LOSS FROM OPERATIONS                                    (537,483)      (51,934)

OTHER INCOME                                                   -         4,154
                                                     ------------  ------------

LOSS BEFORE INCOME TAX EXPENSE                          (537,483)      (47,780)
                                                     ------------  ------------

INCOME TAX EXPENSE                                           800         1,150
                                                     ------------  ------------

NET LOSS                                             $  (538,283)  $   (48,930)
                                                     ============  ============


Weighted average number of common stock outstanding   38,733,411    32,700,000
                                                     ============  ============

Basic earning per share                              $     (0.01)  $         -
                                                     ============  ============
</TABLE>


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                            COMMON STOCK     PREFERRED STOCK
                                                        -------------------  ---------------     ADDITIONAL      ACCUMULATED
                                                          SHARES    AMOUNT   SHARES  AMOUNT    PAID IN CAPITAL     DEFICIT
                                                        ----------  -------  ------  -------  -----------------  -----------
<S>                                                     <C>         <C>      <C>     <C>      <C>                <C>
Balance, January 1, 2000, as restated (Note 3)          32,700,000  $ 3,270                   $       (419,879)
Prior period adjustment (Note 11)                                                                       28,921
                                                        ----------  -------  ------  -------  -----------------  ----------
Balance, January 1, 2000, as restated                   32,700,000    3,270                           (390,958)
Net loss, year ended December 31, 2000, as restated                                                                (48,930)
Capital contribution                                                                                    80,000
                                                        ----------  -------  ------  -------  -----------------  ----------
Balance, December 31, 2000, as restated                 32,700,000    3,270                           (310,958)    (48,930)
Issuance of preferred stock                                                   1,000        -                 -
Issuance of preferred stock                                                   1,050        -           960,000
Merger with Gama Computer                                6,033,411      603                               (603)
Post merger assumption of Gama Computer's liabilities                                                  (52,702)
Net loss, year ended December 31, 2001, as restated                                                               (538,283)
                                                        ----------  -------  ------  -------  -----------------  ----------
Balance, December 31, 2001, as restated                 38,733,411  $ 3,873   2,050  $     -  $        595,737   $(587,213)
                                                        ==========  =======  ======  =======  =================  ==========
</TABLE>



                                                          TOTAL
                                                        ----------

Balance, January 1, 2000, as restated (Note 3)          $(416,609)
Prior period adjustment (Note 11)                          28,921
                                                        ----------
Balance, January 1, 2000, as restated                    (387,688)
Net loss, year ended December 31, 2000, as restated       (48,930)
Capital contribution                                       80,000
                                                        ----------
Balance, December 31, 2000, as restated                  (356,618)
Issuance of preferred stock                                     -
Issuance of preferred stock                               960,000
Merger with Gama Computer                                       -
Post merger assumption of Gama Computer's liabilities     (52,702)
Net loss, year ended December 31, 2001, as restated      (538,283)
                                                        ----------
Balance, December 31, 2001, as restated                 $  12,397
                                                        ==========



See accompanying Notes to Consolidated Financial Statements


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000 (AS RESTATED)


                                                                         2001       2000
                                                                      ----------  ---------
<S>                                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                            $(538,283)  $(48,930)
  Adjustment to reconcile net loss to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                                      94,253     79,934
  Changes in operating assets and liabilities
      Prepaid expenses and other                                         (3,225)         -
      Other assets                                                       (4,162)         -
      Accounts payable and accrued expenses                            (161,219)       183
      Deferred revenue                                                  (81,171)   (11,679)
                                                                      ----------  ---------

  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  (693,807)    19,508
                                                                      ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                    (47,465)   (39,985)
  Program development costs                                             (88,554)   (35,542)
  Purchase of intangible assets                                         (36,702)         -
                                                                      ----------  ---------

  NET CASH USED IN INVESTING ACTIVITIES                                (172,721)   (75,527)
                                                                      ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceed from issuance of preferred stock                              960,000          -
  Capital contribution                                                        -     80,000
  Payments on loan from stockholder                                     (20,000)    20,000
                                                                      ----------  ---------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                             940,000    100,000
                                                                      ----------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENT                                 73,472     43,981
CASH AND CASH EQUIVALENT, BEGINNING OF THE YEAR                         163,350    119,369
                                                                      ----------  ---------
CASH AND CASH EQUIVALENT, END OF THE YEAR                             $ 236,822   $163,350
                                                                      ==========  =========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000 (AS RESTATED)



                                                                          2001    2000
                                                                         -------  -----
<S>                                                                      <C>      <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:

  Interest                                                               $     -  $   -
                                                                         =======  =====

  Income taxes                                                           $ 1,990  $   -
                                                                         =======  =====


Supplemental disclosure of non-cash investing and financing activities:


  Post merger assumption of Gama Computer's liabilities                  $52,702  $   -
                                                                         =======  =====
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                                                               6
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS ACTIVITY

       Background  of  the  Company

          The  Bluebook  International  Holding  Company  (the  "Company")  was
          incorporated  as Gama Computer Corporation in Delaware on December 17,
          1997.  On  January  9,  1998,  the  Company  merged with Gama, Inc., a
          Colorado  corporation,  and  Gama  Computer  Corporation  became  the
          surviving  company.  On  September 24, 2001, Gama Computer Corporation
          entered  into a certain Agreement and Plan of Merger (the "Agreement")
          with  (a)  The  Bluebook  International,  Inc.,  a  Nevada corporation
          ("Bluebook  International");  (b) Bluebook Acquisition Corp., a Nevada
          corporation, wholly owned by the Company ("Acquisitions"); (c) each of
          Mark  A.  Josipovich,  Daniel  T. Josipovich, Daniel E. Josipovich and
          Dorothy E. Josipovich (each, a "Bluebook Shareholder"); and (d) Andrew
          Hromyk.  Among  other things, the Agreement provided for the Company's
          purchase  from  the  Bluebook  Shareholders  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 Shareholders 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  the purchase note of
          $1,000,000.  Upon consummation of the Exchange, Mr. Hromyk resigned as
          the  then-sole  member  of  the  Company's  Board  of  Directors.


                                                                               7
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

          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 Shareholders. 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 merged
          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  37  years.

     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
          subsidiaries.  Intercompany  transactions  and  balances  have  been
          eliminated.


                                                                               8
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

     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 is developing and selling The Bluebook and B.E.S.TThe
          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), a web-based cost estimation and claims
          management  software.

     Use of estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions that affect certain reported amounts and disclosures.
          Accordingly,  actual  results  could  differ  from  those  estimates.

     Cash equivalents

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

     Fair value of financial instruments

          The Company's financial instruments consist of loans payable. The fair
          value of the Company's financial instruments approximates the carrying
          value  of  the  instruments.

     Property and equipment and depreciation

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

     Program development costs

          Capitalized  program  development  costs  that  relate to the software
          currently  being  sold  is being amortized over the useful life of the
          product.  The  product's  estimated  useful  life  is  four  years. In
          addition  the  Company has developed a database of information that is
          essential  to the developed software product. The database's estimated
          useful  life is seven years. Capitalized program development costs for
          products  in  development  will begin amortization when the product is
          placed  in  service.  Costs  of  additional  program  changes  and
          enhancements  are  charged  to  expense  as  incurred.


                                                                               9
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

     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.

     Patents and trademarks

          Patent and trademark application costs are expensed as incurred.

     Advertising costs

          Advertising  costs,  except  for costs associated with direct-response
          advertising,  are  charged  to  operations when incurred. The costs of
          direct-response advertising are deferred and amortized over the period
          during  which  future  benefits  are  expected  to  be  received.

     Revenue recognition

          Sales of The Bluebook

          Revenues  from sales of The Bluebook, are recognized when delivery has
          occurred  and  significant  risks  and  rewards  of  ownership  have
          transferred  to  the  buyer,  provided  that  the  price  is  fixed or
          determinable  and  ultimate  collection  is  reasonably  assured.

          Subscription-based  products

          Revenues  from  sales  of  subscription-based  products  are primarily
          recognized  ratably  over the terms of the subscriptions. Subscription
          revenue  received or receivable in advance of the delivery of services
          is  included  in deferred revenue. Incremental costs that are directly
          related  to  the  subscription  revenue, if material, are deferred and
          amortized  over  the  subscription  period.


                                                                              10
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

     Revenue recognition - Continued

          Software-related products and services

          Revenues  from  software-related  products  are  recognized  when  the
          following  four  criteria  are  met:

               -    Persuasive  evidence  of  an  arrangement  exists;
               -    Delivery  has  occurred  or  services  has  been  rendered;
               -    The  fee  or  sales  price  is  fixed  or  determinable; and
               -    Collectibility  is  reasonably  assured.

          If  the  above  criteria  are met, the revenue generally is recognized
          ratably on a straight-line basis over the remaining useful-life of the
          software. 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.

     Computer software to be sold, leased, or otherwise marketed

          Statement  of  Financial  Accounting  Standard  No.  86 (SFAS No. 86),
          "Accounting  for the Costs of Computer Software to Be Sold, Leased, or
          Otherwise Marketed", applies to costs of both internally developed and
          purchased  software.  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 will be accounted for in the same manner as the
          costs  incurred to internally develop such software. Costs of purchase
          computer  software  that  has  an  alternative  future  use  will  be
          capitalized  and  accounted  for  in  accordance  with  its  use.

          Costs  of  producing  a  product  master  incurred  after establishing
          technological  feasibility  will be capitalized. Costs of maintenance,
          such  as costs for error corrections and additions to keep the product
          up  dated,  and  customer support will be charged to operations. Costs
          incurred  for  duplicating  the  software,  documenting  and obtaining
          training  materials  from  the  product  masters,  and  for physically
          packaging  the  product  for  distribution  should  be  capitalized as
          inventory.  The  capitalized  computer software costs are amortized on
          the  straight-line  method  over  the  estimated  economic life of the
          product.


                                                                              11
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

     Internal  use  software

          Statement  of  Position  98-1 (SOP 98-1), "Accounting for the Costs of
          Computer  Software  Developed  or Obtained for Internal Use", provides
          guidance  over  accounting for computer software developed or obtained
          for  internal  use  including  the requirement to capitalize specified
          costs  and  amortization of such costs. The capitalization of software
          development  costs  begins  upon  the  establishment  of technological
          feasibility  of  the  product.  The  establishment  of  technological
          feasibility  and the ongoing assessment of the recoverability of these
          costs  require  considerable  judgment  by  management with respect to
          certain  external  factors, including, but not limited to, anticipated
          future  gross  product revenue, estimated economic life and changes in
          software and hardware technology. The initial purchased software costs
          are  amortized on the straight-line method over the estimated economic
          life of the product. Betterment and enhancements costs are capitalized
          and  are  amortized  on  the  straight-line  method over the estimated
          economic  life  of  the  product.

     Income taxes

          The  Company  incurred  operating loss for the year ended December 31,
          2001, accordingly, a provision has been made to reflect the benefit of
          the  net  operating  loss  carryforward  and  an  offsetting valuation
          allowance.

     Recent financial accounting standards (SFAS) pronouncements

          In  June 2001, the Financial Accounting Standards Board finalized FASB
          Statements  No.  141,  Business  Combinations (SFAS 141), and No. 142,
          Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the
          use  of the purchase method of accounting and prohibits the use of the
          pooling-of-interests  method  of  accounting for business combinations
          initiated after June 30, 2001. SFAS 141 also requires that the Company
          recognize  acquired  intangible  assets  apart  from  goodwill  if the
          acquired  intangible assets meet certain criteria. SFAS 141 applies to
          all  business  combinations  initiated  after  June  30,  2001 and for
          purchase  business combinations completed on or after July 1, 2001. It
          also  requires, upon adoption of SFAS 142, that the Company reclassify
          the  carrying  amounts  of intangible assets and goodwill based on the
          criteria  in  SFAS  141.


                                                                              12
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  BUSINESS  ACTIVITY  -
     Continued

     Recent financial accounting standards (SFAS) pronouncements - Continued

          SFAS  142  requires,  among  other  things,  that  companies no longer
          amortize  goodwill,  but instead test goodwill for impairment at least
          annually.  In  addition,  SFAS  142 requires that the Company identify
          reporting  units  for  the  purposes  of  assessing  potential  future
          impairments  of  goodwill, reassess the useful lives of other existing
          recognized  intangible  assets,  and  cease amortization of intangible
          assets  with  an  indefinite  useful life. An intangible asset with an
          indefinite  useful  life should be tested for impairment in accordance
          with  the  guidance in SFAS 142. SFAS 142 is required to be applied in
          fiscal  years  beginning  after  December 15, 2001 to all goodwill and
          other  intangible  assets  recognized at that date, regardless of when
          those  assets were initially recognized. SFAS 142 requires the Company
          to  complete  a transitional goodwill impairment test nine months from
          the  date  of  adoption.  The Company is also required to reassess the
          useful  lives  of  other  intangible  assets  within the first interim
          quarter  after  adoption  of  SFAS  142.

          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. SFASB 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.

2.   CERTAIN  SIGNIFICANT  RISKS  AND  UNCERTAINTIES

        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  employment  contracts with the key officers of the
          Company  to  ensure  their  employment over two years, as described in
          Note  9.


                                                                              13
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


2.   CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES - Continued

          Concentration of credit risk

         The Company  maintains  its  checking and time  deposit  accounts  with
         financial  institutions with high credit ratings.  At times the balance
         may exceed federally insured limits of $100,000.

3.   RESTATEMENT OF YEAR 2001 AND 2000 FINANCIAL STATEMENTS


         The accompanying  financial  statements for the year ended December 31,
         2001 and 2000,  have been restated to reflect the business  combination
         between Bluebook  International and Sole  Proprietorship as a merger of
         business  entities  under  common  control as  opposed to the  purchase
         method of accounting,  as previously reported,  which only included the
         operations  for the period dated  October 1, 2000 to December 31, 2000.
         Accordingly the consolidated  statements of operations  include that of
         Sole  Proprietorship  from January 1, 2000.  In  addition,  the Company
         understated  deferred  revenue,  which resulted in an  overstatement of
         revenue of $105,890  and $48,924 for the years ended  December 31, 2001
         and 2000,  respectively  (see Note 11).  The  Company  also  overstated
         program  development  costs,  which  resulted in an  understatement  of
         depreciation  and  amortization  expense of $11,446 and $24,322 for the
         years ended December 31, 2001 and 2000, respectively (see Note 11). The
         following tables present the impact of these restatements:


<TABLE>
<CAPTION>
                                                        As previously
          Balance sheet                                   reported       As restated
                                                       ---------------  -------------
<S>                                                    <C>              <C>

            December 31, 2001

              Cash and cash equivalent                 $      236,822   $    236,822
              Prepaid expenses and other                        3,225          3,225
              Property and equipment, net                      93,803         93,803
              Program development costs, net                  432,809        177,840
              Intangibles, net                              1,280,793         35,044
              Other assets                                      4,162          4,162
              Accounts payable and accrued expenses          (199,057)      (199,056)
              Deferred revenue                               (213,550)      (339,443)
              Common stock                                     (3,873)        (3,873)
              Additional paid-in capital                   (1,983,425)      (595,737)
              Accumulated deficit                             348,291        587,213
                                                       ---------------  -------------

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


                                                                              14
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


3.   RESTATEMENT OF YEAR 2001 AND 2000 FINANCIAL STATEMENTS - Continued

<TABLE>
<CAPTION>
      Statement of operations
                                                       As previously
        Year ended December 31, 2001                      reported      As restated
                                                       ---------------  -------------
<S>                                                    <C>              <C>

        Sales, net                                     $      182,137   $    694,097
        Selling, general and administrative                  (497,884)    (1,015,716)
        Depreciation and amortization                         (38,772)       (94,253)
        Proprietor's draw in lieu of salary                         -       (121,611)
        Other income                                            5,843              -
        Income tax expense                                       (800)          (800)
                                                       ---------------  -------------

        Net loss                                       $     (349,476)  $   (538,283)
                                                       ===============  =============
        Basic earnings per share                       $        (0.01)  $      (0.01)
                                                       ===============  =============


        Year ended December 31, 2000

        Sales, net                                     $            -   $    595,526
        Selling, general and administrative expenses                -       (441,425)
        Depreciation and amortization                               -        (79,934)
        Proprietor's draw in lieu of salary                         -       (126,101)
        Other income                                            2,335          4,154
        Income tax expense                                     (1,150)        (1,150)
                                                       ---------------  -------------

        Net income (loss)                              $        1,185   $    (48,930)
                                                       ===============  =============
        Basic earnings per share                       $            -   $          -
                                                       ===============  =============
</TABLE>

4.   PROPERTY  AND  EQUIPMENT

<TABLE>
<CAPTION>
     At December 31, 2001, property and equipment consist of the following:

                                             2001
                                          -----------
<S>                                       <C>
           Furniture                      $    42,607
           Software                            23,059
           Office equipment                    97,236
                                          -----------
                                              162,902
           Less accumulated depreciation       69,099
                                          -----------
                                          $    93,803
                                          ===========
</TABLE>

     Depreciation expense charged to operations in 2001 and 2000 are $25,171 and
     $20,969,  respectively.


                                                                              15
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000

5.   PROGRAM  DEVELOPMENT  COSTS

          At December 31, 2001, program development costs consist of the
          following:

<TABLE>
<CAPTION>
                                                 2001
                                              -----------
<S>                                           <C>
             Cost of developed software       $   265,912
             Cost of software in development       78,718
                                              -----------
                                                  344,630
             Less accumulated amortization        166,790
                                              -----------
                                              $   177,840
                                              ===========
</TABLE>

          Amortization  of  program  development  costs charged to operations in
          2001  and  2000  are  $67,424  and  $58,965,  respectively.

6.   INTANGIBLE  ASSETS

          At  December  31,  2001,  intangible  assets consist of the following:

               Graphic arts & other           $      31,692
               Customer list                          5,010
                                              -------------
                                                     36,702
               Less accumulated amortization          1,658
                                              -------------
                                              $      35,044
                                              =============

          Amortization of intangibles charged to operations in 2001 and 2000 are
          $1,658  and  $0,  respectively.

7.   STOCKHOLDERS'  EQUITY

          ISSUANCE  OF  STOCKS

          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.

          Effective  October  2001,  Daniel  E.  Josipovich  and  Dorothy  E.
          Josipovich,  the  parents  of  Mark  and Daniel Josipovich, assigned a
          $1,000,000  promissory  note  due  from  Bluebook  International.  In
          consideration  for this assignment, the Company issued 1,000 shares of
          Series A Convertible Preferred Stock. 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. In October 2001, the Company
          exchanged  all  its  Series A Convertible Preferred Stock for Series B
          Convertible  Preferred  Stock.


                                                                              16
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


7.   STOCKHOLDERS' EQUITY - Continued

          STOCK SPLIT

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

          SERIES A CONVERTIBLE PREFERRED STOCK

          The  Series  A  Convertible  Preferred  Stock  ("Series  A Stock") was
          subsequently  cancelled  and  exchanged  for  Series  B  Convertible
          Preferred  Stock ("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.

          SERIES B CONVERTIBLE PREFERRED STOCK

          The  Company  has  authorized  and  issued 2,050 Series B Stock with a
          $.0001  par  value. The Company has the right to repurchase all of the
          outstanding  series  preferred  stock  in  the  following  amounts:
          a.   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
          b.   on  or  after  the  date  which  is eighteen months following the
               issuance  date,  130%  of  the  purchase  price.


         The holders of Series B Stock have a preferred return of capital in the
         amount of the purchase price totaling $2,050,000 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.  The  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.


                                                                              17
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


8.   INCOME TAXES

          For  the  years  ended  December  31, 2001 and 2000, the provision for
          current  and  deferred  income  tax  consists  of  the  following:

<TABLE>
<CAPTION>
                                                  2001      2000
                                               ----------  ------
<S>                                           <C>         <C>
          Current
              Federal                          $       -   $    -
              State                                  800    1,150
                                               ----------  ------
                                                     800    1,150
                                               ----------  ------
          Deferred
              Federal                                  -        -
              State                                    -        -
              Benefit of NOL carryforward        225,000        -
              Increase in valuation allowance   (225,000)       -
                                               ----------  ------
                                                       -        -
                                               ----------  ------
                                               $     800   $1,150
                                               ==========  ======
</TABLE>

          The  profits  and  losses  for  the  period  from  January  1, 2001 to
          September 14, 2001 was that of the sole-proprietorship. Therefore, all
          activity  for  this  period  is  reportable  by  the  sole-proprietor.
          Effective  September  15,  2001,  the  operations  of  the
          sole-proprietorship  was  merged  into  Bluebook  International.
          Accordingly,  the  benefit  of  NOL carryforward included in the above
          provision for income taxes reflects the period from September 15, 2001
          to  December  31,  2001.

          Deferred income taxes are due to the tax effects of net operating loss
          (NOL)  carryforwards.  At  December  31,  2001,  the  Company  has NOL
          carryforwards  of  approximately  $564,000  expiring  through  2021.
          Realization  of  the  NOL  carryforwards  is  dependent  on generating
          sufficient  taxable  income  prior  to  expiration  of  the  loss
          carryforwards.  Although  realization  is  not  assured,  management
          believes it is more likely than not that all of the deferred tax asset
          will  be  realized.  The  amount  of the deferred tax asset considered
          realizable, however, could be reduced in the near term if estimates of
          future  taxable  income  during  the  carryforward period are reduced.


                                                                              18
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


9.   RELATED  PARTY  TRANSACTIONS

          During  2001,  the  Company  paid  consulting  fees  in  the amount of
          approximately $53,000 to Daniel E. and Dorothy Josipovich, the parents
          of  Mark  Josipovich  and  Daniel  T.  Josipovich,  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,  2001,  under the above definition, the Company has a negative net
          revenue,  therefore  no  royalty  expense  were  accrued.

          Daniel  E.  and  Dorothy  Josipovich  hold 16,350,000 shares of common
          stock  and  1,000  shares  of  Series  B  Convertible Preferred Stock.

          During  the  year  ended December 31, 2001, the Company reimbursed its
          officers, Mark Josipovich and Daniel T. Josipovich, a portion of their
          automobile  expenses.  These  automobile  expenses are included on the
          Company's  operating expenses for the year ended December 31, 2001. In
          addition,  the  Company  paid  approximately  $48,000 in aggregate for
          medical  insurance  premiums  for  Mark  Josipovich  and  Daniel  T.
          Josipovich  for  the  year  ended  December  31,  2001.

          Before  moving into its new office facility (see Note 10), 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.


                                                                              19
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


10.  COMMITMENTS  AND  CONTINGENCIES

        Operating  leases

          The Company leases office space, certain office equipment and vehicles
          under  non-cancellable  operating  leases  expiring  through May 2005.
          Total  rental  expense  under the leases is $15,230 for the year ended
          December  31,  2001  and  none  for  the year 2000. The following is a
          schedule by years of future minimum rental payments required under the
          operating  leases that have initial or remaining non-cancellable lease
          terms  in  excess  of  one  year  as  of  December  31,  2001.

                    2002                  $   79,274
                    2003                      80,239
                    2004                      52,346
                    2005                         922
                                          ----------
                                          $  272,781
                                          ==========

        Employment agreements

          In  September  2001,  the  Company  entered  into two-years employment
          agreements  commencing October 1, 2001 with Mark Josipovich and Daniel
          T.  Josipovich.  Under these agreements Mark Josipovich is employed as
          the  Company's  President,  Chief  Executive  Officer, Chief Financial
          Officer  and  Secretary  and  Daniel  T. Josipovich is employed as the
          Company's  Chief  Operating Officer, with an annual salary of $180,000
          for  each  of  them. The employment agreements contain indemnification
          and  confidentiality  provision.

11.  PRIOR  PERIOD  ADJUSTMENT

     The  prior  period  adjustment  is  to reflect an overstatement of deferred
     revenue  of  $28,921  as  of  January  1,  2000.

     As  of December 31, 2001 and 2000, the Company understated deferred revenue
     which resulted in an overstatement of net sales of $105,890 and $48,924 for
     the  years  ended  December  31,  2001  and  2000,  respectively.

     The  Company  anticipates  that  the  overstated  sales  for the year ended
     December  31,  2001 and 2000 will be completely recognized as sales for the
     year  ending  December  31,  2002.


                                                                              20
<PAGE>
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
YEARS ENDED DECEMBER 31, 2001 AND 2000


11.  PRIOR  PERIOD  ADJUSTMENT  -  Continued

     In  addition,  the  Company  overstated  program  development  costs  which
     resulted  in  an understatement of depreciation and amortization expense of
     $11,446  and  $24,322  for  the  years  ended  December  31, 2001 and 2000,
     respectively.

     The  net  impact  of  these adjustments resulted in an overstatement of net
     income  of  $117,336  and $73,246 for the years ended December 31, 2001 and
     2000,  respectively.


                                                                              21

<PAGE>

ITEM 8.   Changes  In  and  Disagreements  With  Accountants  on  Accounting and
          Financial  Disclosure.

     Effective  as  of  November  9, 2001, the Board of Directors decided not to
re-engage  the  services of Wrinkle, Gardner & Company, P.C., as our independent
auditors.

     The report of Wrinkle, Gardner & Company, P.C., on our financial statements
for  the  year  ended  December  31,  2000 did not contain an adverse opinion or
disclaimer  of  opinion,  nor  was  the  report  qualified or modified as to the
uncertainty,  audit  scope  or  accounting  principles.

     There  were  no  disagreements with Wrinkle, Gardner & Company, P.C., as of
the  date  of  their  report and through to the period preceding such dismissal,
whether  or  not  resolved, on any matter of accounting principles or practices,
financial  statement  disclosure  or  auditing scope or procedure, which, if not
resolved  to  Wrinkle, Gardner & Company, P.C.'s satisfaction, would have caused
such firm to reference the subject matter of the disagreement in connection with
their  report.

     We  provided Wrinkle, Gardner & Company, P.C. a copy of a Current Report on
Form  8-K  dated  November  19,  2001  and  requested  them  to furnish a letter
addressed  to  the  SEC stating whether it agrees with the statements made by us
therein  and,  if not, stating the respects in which it does not agree. Wrinkle,
Gardner  &  Company,  P.C.  furnished  said  letter  without  qualification.

     Effective  as  of  November 9, 2001, the Board of Directors appointed Good,
Swartz,  Brown  & Berns, LLP (GSBB) to act as our independent auditors. Prior to
GSBB  becoming  our  independent  auditors, neither we, nor anyone on our behalf
consulted  with  GSBB  regarding  the  application of accounting principles to a
specific or contemplated transaction, or the type of audit opinion that might be
rendered  on the our financial statements; or any matter that was the subject of
a disagreement or event as defined in Item 304 (1)(iv) of Regulation S-B.


<PAGE>
                                    PART III

ITEM 9.   Directors,  Executive  Officers,  Promoters  and  Control  Persons;
          Compliance  With  Section  16(a)  of  the  Exchange  Act.

Directors and Executive Officers

     Set  forth  in  the  table  below  are the names, ages and positions of the
current  directors  and executive officers of The Bluebook International Holding
Company.  Ages  are  shown as of December 31, 2001.  Directors hold office until
the  next  annual meeting of stockholders and until their successors are elected
and qualified.  Executive officers are elected by and serve at the discretion of
our  Board  of  Directors.  None  of  our  executive  officers  has  any  family
relationship  to  any  of  our directors or any other executive officers, except
that  Mark Josipovich and Daniel T. Josipovich are both an executive officer and
director,  and  they  are  brothers.

<TABLE>
<CAPTION>
                                 Positions Currently Held
Name                   Age           With The Company            Director Since
---------------------  ---  -----------------------------------  --------------
<S>                    <C>  <C>                                  <C>
Mark Josipovich        35   Chief Executive Officer, President,       2001
                            Chairman of the Board and
                            Director
Daniel T. Josipovich   36   Chief Operating Officer and               2001
                            Director
Leonard Viejo(3)       52   Chief Financial Officer
Clinton L Hubbard      54   Director                                  2001
Paul D. Sheriff        37   Director                                  2001
David M. Campatelli    34   Director                                  2001
</TABLE>

     Set  forth  below is a brief description of the business experience for the
previous five years of all our current directors and executive officers.

MARK  A.  JOSIPOVICH,  was  the  former Director of Marketing for the Josipovich
family  business  and  is  now  our Chief Executive Officer and President.  Mark
enjoyed  15 years working with the Josipovich family and was the entrepreneurial
prodigy  behind  The Bluebook's products.  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  also  oversaw  marketing,  staffing,
day-to-day  management  and  product  development.

DANIEL  T. JOSIPOVICH, was the former Chief Operating Officer for the Josipovich
family  business and is now our Chief Operating Officer.  Daniel enjoyed working
for  21  years  with  the  Josipovich  family business and was the technological
prodigy  behind  the development of the Bluebook's most innovative products.  He
also oversaw marketing, staffing, day-to-day management and product development.
Recently  he  finished  the  design  of  his  latest  technological advancement,
B.E.S.T.Net(TM),  a web-based software package that many feel will revolutionize
the  industry.

LEONARD VIEJO, received his CPA certificate and worked as a manager with Ernst &
Young.  He  spent  16 years as an executive in the electricity utility industry,
working  his way up to the position of SFO and member of the executive committee
of a $5 billion California investor owned utility. He graduated with honors from
the  University  of  Pennsylvania,  Wharton  School of Finance and Commerce, and
Northwestern  University,  Kellogg  Graduate  School  of  Management.

---------------
(3)  Mr. Viejo became the Chief Financial Officer in March, 2002.


<PAGE>
CLINTON  L.  HUBBARD,  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  received  his Bachelor of Arts from the University of
Virginia  in 1969 and his Juris Doctorate degree from The College of William and
Mary  in 1974.  He is a member of the State Bar of Colorado and the State Bar of
California.

During  the  past five years, Mr. Hubbard has served as Executive Vice President
of  Pleion  Corporation,  a  furniture  manufacturing company, and guided Pleion
through  a successful Chapter 11 Bankruptcy reorganization.  In addition, he was
a Director of Bad Toys, Inc., a motorcycle manufacturing company that during his
tenure  as  Director  merged  with  a  computer  software  company.

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,  has  over  17  years'  experience  programming  business
applications.  Mr.  Sheriff  is proficient in Visual Basic and is considered one
of  the  leading Visual Basic programmers in the industry.  Mr. Sheriff has been
very  active  in  the  Visual  Basic  community, serving as the President of the
Orange County Visual Basic User Group.  He has written over 60 articles for many
different publications on such topics as Visual Basic 3, 4, 5, 6 and VB.NET, and
is  a contributing editor to Advisor magazine.  Mr. Sheriff is the author of the
QUE  book  Paul Sheriff Teaches Visual Basic 6.0.  He also speaks at the Advisor
           -------------------------------------
Publications  Developer's Conferences, Microsoft Tech-Ed and Microsoft Developer
Days.  Mr.  Sheriff  currently  is  the  Microsoft DevDays Regional Director for
Southern  California.

Over  the  years  Mr.  Sheriff  has  been a featured speaker with many different
training  companies.  He  has  taught Visual Basic and SQL Server all across the
country  and  even  all  over  the world.  Mr. Sheriff also has over 70 training
videos on Visual Basic, SQL Server, Introduction To Computer Programming and Web
Application  Development.

In  1991,  Mr.  Sheriff  founded  PDSA,  Inc.,  a  computer  consulting  company
specializing  in  high  quality  custom  software.  PDSA,  Inc.  is  a Microsoft
Certified  Partner.  Since  founding  PDSA,  Inc., Mr. Sheriff and his team have
consulted in many different industries such as aerospace, real estate, medicine,
hotels  and  government.

Mr.  Sheriff  received  his  MIS  degree  from California State University, Long
Beach,  and  supplemented this with specialized courses at McDonnell Douglas and
other  outside  training courses.  Mr. Sheriff taught C language programming for
two  years  at  McDonnell  Douglas,  and  also  served  as  an  instructor  with
Application  Developers  Training  Company  and  TREK  Services.

DAVID M. CAMPATELLI, 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.

Since  1993,  Mr.  Campatelli  has  been  a  Consultant to Toscana Incorporated,
Fountain  Valley,  California.  Toscana  Incorporated  is  an  international
import/export firm responsible for presentation of company lines at national and
international  trade  shows  and  conventions,  and  conducts  multilingual
negotiations  with  suppliers  and  distributors  with  international  accounts.

Mr.  Campatelli  is  fluent  in  English,  Italian, French and Spanish and has a
working  knowledge of German, Portuguese, Hebrew and Latin.  He currently serves
with  the  Professional  Tutors of America in Yorba Linda, California, providing
professional  tutoring  in Italian, French and Spanish as well as writing, study
skills  and  history.

Mr.  Campatelli  received  his  Bachelor  of  Arts  degree from Loyola Marymount
University  in  1988,  his  Master  of  Arts  degree  in  Political Science from
California  State  University,  Long  Beach,  California  in  1991,  his  CA ABA
Paralegal  Certification  from the Coastline Community College, Fountain Valley,
California  in  1992,  his  Juris  Doctor degree from the University of West Los


<PAGE>
Angeles  Law  School,  Los  Angeles,  California in 1995, and his Bilingual Clad
Teaching  Credentials  from  the  California  State University, Dominguez Hills,
California  in  2001.

Mr.  Campatelli  has experience in almost all phases of the delivery of products
to  both  foreign  and  domestic  markets.

     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 each of Leonard Viejo, Clinton
Hubbard,  Paul  Sheriff,  and  David Campatelli, since each became an officer or
director.  We  have  requested that each such person file a Form 3 in accordance
with  Section  16(a)  of  the  Exchange  Act.

ITEM 10.  Executive Compensation.

     The  following  table  sets  forth  all  compensation received for services
rendered  to  Bluebook  International  in  all capacities by our the most highly
compensated  executive  officers at the end of fiscal 2001. Compensation amounts
represent  amounts  earned  for  the period October 1, 2001 (date of appointment
following  acquisition  of  Bluebook  International)  to  December  31,  2001.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

Name and Principal Positions                           Salary
----------------------------                           -------
<S>                                                    <C>
Mark Josipovich(4)
  Chief Executive Officer                              $62,100

Daniel Josipovich(5)                                   $60,000
  Chief Operating Officer
</TABLE>

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

     The  following  table  sets  forth certain information regarding beneficial
ownership  of  our common stock as of December 31, 2001: (a) by each person who,
to  the  best  of  our  knowledge,  owns beneficially more than 5% of our common
stock;  (b)  by  each  of  our  directors;  (c)  by  each of the named executive
officers; and (d) by all of our officers and directors as a group.

<TABLE>
<CAPTION>
Name and Address                            Number of  Bluebook's   Percentage
                                                   Shares           Ownership
Of Beneficial Owner(6)                      Beneficially Owned(7)   Of Class
------------------------------------------  ----------------------  -----------
<S>                                         <C>                     <C>

Daniel E. and Dorothy Josipovich, jointly               16,350,000       42.21%
Mark A. Josipovich                                       8,175,000       21.11%
Daniel T. Josipovich                                     8,175,000       21.11%
Pedro V. Garcia                                          2,169,150        5.60%


---------------
(4)  Appointed  effective October 1, 2001. Only compensation paid by the Company
     since  the  acquisition  of  Bluebook  International  is  disclosed.

(5)  Appointed  effective October 1, 2001. Only compensation paid by the Company
     since  the  acquisition  of  Bluebook  International  is  disclosed.

(6)  Each  person's  address,  except  Pedro  V.  Garcia,  is  c/o  The Bluebook
     International  Holding Company, 21098 Bake Parkway, Suite 100, Lake Forest,
     California  92630-2163.  Pedro  V. Garcia's last known address is Boulevard
     Hidalgo  #67,  Entre  Campodonica  y  Londres,  Col Centenario, Hermosillo,
     Sonora,  Mexico  83260.

(7)  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.


<PAGE>
Clinton L. Hubbard                                               0        0.00%
Paul D. Sheriff                                                  0        0.00%
David M. Campatelli                                              0        0.00%
All officers and directors
  as a group (5 people)                                 16,350,000       42.22%
</TABLE>


ITEM  12.  Certain  Relationships  and  Related  Transactions.

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.  Effective  October  1, 2001 we assumed these agreements and expanded the
services  to  include  each person's executive position with our Company.  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.

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

     (a)  Exhibits.

Exhibit No.    Description

3.1            Amendment  to  Articles  of Incorporation filed with the Delaware
               Secretary  of  State  on  November  6,  2001.

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

10.1           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.Incorporated by reference to the Information Statement filed
               with  the Securities and Exchange Commission on October 12, 2001.

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

10.3           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."

<PAGE>



     (b)  Current Reports on Form 8-K.

     We filed two reports on Form 8-K during the last quarter of the fiscal year
ending  December 31, 2001, and two 8-K/A reports amending each of those reports.
The  first  report  on  Form  8-K was filed on October 16, 2001 and reported the
acquisition  of Bluebook International, the merger transaction and the resulting
change  in  control  (discussed  further  in  this report in Item 1, Section 1 -
Business  Development,  above).  The  October 16, 2001 report included unaudited
financial  statements  of Bluebook International. On December 12, 2001, we filed
an  amendment  to  this  report on Form 8-K/A to include financial statements of
Bluebook  International as of the year ended December 31, 2000 (audited) and the
six  month  period  ended  June  30,  2001  (unaudited).  Consolidated financial
statements  of  the  Company,  Bluebook  International  and  Bluebook,  a  sole
proprietorship,  as  of  the  year  ended  December  31,  2000 (audited) and the
nine-month  period  ended  September  30,  2001  (unaudited),  were  included by
reference  to  our  quarterly report on Form 10-QSB, filed on November 19, 2001.

     The  second report on Form 8-K was filed on November 19, 2001, and reported
the  change in independent auditors discussed in this report in Part II, Item 8.
No  financial information was included in this report.  On December 10, 2001, we
filed  an  amendment  to this report on Form 8-KA, including the letter from the
former accountant required by Item 4 of Form 8-K, in accordance with Item 304 of
Regulation  S-K.


                                   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-3 to be signed on the
its behalf by the undersigned, hereunto duly authorized.



                                  THE BLUEBOOK INTERNATIONAL HOLDING COMPANY




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


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