THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY


     CONSOLIDATED FINANCIAL STATEMENTS

     YEAR  ENDED  DECEMBER  31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER  31,  2000



<PAGE>

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY

FOR  THE  YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION)
TO  DECEMBER  31,  2000



                                   CONTENTS

                                                                     PAGE

INDEPENDENT AUDITORS' REPORT                                            1


FINANCIAL STATEMENTS

    Consolidated balance sheet                                          2

    Consolidated statements of operations                               3

    Consolidated statements of stockholders' equity                     4

    Consolidated statements of cash flows                             5-6

    Notes to consolidated financial statements                       7-18



<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Board of Directors
The Bluebook International Holding Company and Subsidiary


We  have  audited  the  accompanying  consolidated balance sheet of The Bluebook
International  Holding  Company  and  Subsidiary as of December 31, 2001 and the
related  consolidated  statements  of  operations, stockholders' equity and cash
flows  for  the year ended December 31, 2001 and for the period December 5, 2000
(date  of  inception)  to  December  31,  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 as of December 31, 2001, and the results
of  its  operations,  stockholders' equity and its cash flows for the year ended
December  31,  2001  and  for the period December 5, 2000 (date of inception) to
December 31, 2000 in conformity with accounting principles generally accepted in
the  United  States  of  America.


/S/  Good Swartz Brown & Bern LLP


Los  Angeles,  California
March  29,  2002



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


<S>                                                                          <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalent                                                   $  236,822
  Prepaid expenses                                                                3,225
                                                                             -----------

                                                                                240,047
                                                                             -----------

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

OTHER ASSETS:
  PROGRAM DEVELOPMENT COST, net of accumulated amortization                     432,809
  INTANGIBLE ASSETS, net of accumulated amortization                          1,280,793
  OTHER ASSETS                                                                    4,162
                                                                             -----------

                                                                              1,717,764
                                                                             -----------

    TOTAL ASSETS                                                             $2,051,614
                                                                             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                      $  199,057
                                                                             -----------

DEFERRED REVENUE                                                                213,550
                                                                             -----------

COMMITMENTS & CONTINGENCIES (NOTE 9)

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                                                  1,983,425
  Retained earnings (accumulated deficit)                                      (348,291)
                                                                             -----------

                                                                              1,639,007
                                                                             -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $2,051,614
                                                                             ===========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements



                                                                               2
<PAGE>
<TABLE>
<CAPTION>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY AND SUBSIDIARY
CONSOLIDATED  STATEMENT  OF  OPERATIONS
YEAR ENDED DECEMBER 31, 2001  AND  DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


                                                          2001         2000
                                                      ------------  -----------
<S>                                                   <C>           <C>
SALES, net                                            $   182,137   $         -
                                                      ------------  -----------

OPERATING EXPENSES
  Selling, general and administrative expenses            497,884             -
  Depreciation and amortization expenses                   38,772             -
                                                      ------------  -----------

                                                          536,656             -
                                                      ------------  -----------

LOSS FROM OPERATIONS                                     (354,519)            -

OTHER INCOME (INTEREST)                                     5,843         2,335
                                                      ------------  -----------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX            (348,676)        2,335

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

NET INCOME (LOSS)                                     $  (349,476)  $     1,185
                                                      ============  ===========

Weighted average number of common stock outstanding    38,733,411     3,227,784
                                                      ============  ===========

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

See  accompanying  Notes  to  Consolidated  Financial  Statements


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

                                                                                                         RETAINED
                                                   COMMON  STOCK      PREFERRED STOCK                    EARNINGS/
                                              ----------------------  ---------------    ADDITIONAL     ACCUMULATED
                                                 SHARES      AMOUNT   SHARES  AMOUNT   PAID IN CAPITAL    DEFICIT       TOTAL
                                              ------------  --------  ------  -------  ---------------  -----------  -----------
<S>                                           <C>           <C>       <C>     <C>      <C>              <C>
Balance, January 1, 2000                       10,143,411   $ 1,014           $     -  $      166,593   $ (164,944)  $    2,663
Issuance of stock                                  90,000         9                            11,491                    11,500
Net loss in 2000, Gama Computer                                                                            (63,103)     (63,103)
                                              ------------  --------  ------  -------  ---------------  -----------  -----------
Balance before the merger, December 31, 2000   10,233,411     1,023                           178,084     (228,047)     (48,940)
Sale of common stock                           15,000,000     1,500                            73,500                    75,000
Cancellation of common stock due to merger -
     Gama Computer stockholders               (19,200,000)   (1,920)                         (252,187)     228,047      (26,060)
Issuance of common stock due to merger -
     Bluebook International stockholders       32,700,000     3,270                            76,730                    80,000
Net income, year ended December 31, 2000                                                                     1,185        1,185
Assumption of Gama Computer's liabilities                                                     (52,702)                  (52,702)
                                              ------------  --------  ------  -------  ---------------  -----------  -----------
Balance after the merger, December 31, 2000    38,733,411     3,873                            23,425        1,185       28,483
Issuance of preferred stock
     for liquidation of note to stockholder                            1,000        -       1,000,000                 1,000,000
Issuance of preferred stock for cash                                   1,050        -         960,000                   960,000
Net loss in 2001                                                                                          (349,476)    (349,476)
                                              ------------  --------  ------  -------  ---------------  -----------  -----------
                                               38,733,411   $ 3,873    2,050   $    -   $   1,983,425   $ (348,291)  $1,639,007
                                              ============  ========  ======  =======  ===============  ===========  ===========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2001  AND  DECEMBER  5, 2000 (DATE OF INCEPTION) TO
DECEMBER  31,  2000

                                                                            2001        2000
                                                                         -----------  ---------
<S>                                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                      $ (349,476)  $  1,185
  Adjustment to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
      Depreciation and amortization                                          38,772          -

  Changes in operating assets and liabilities, net of acquisition
      Inventory                                                              23,310
      Prepaid expenses                                                       (3,225)         -
      Program development costs                                             (78,718)
      Intangible assets                                                     (36,703)         -
      Other assets                                                           (4,162)         -
      Accounts payable and accrued expenses                                (319,069)     1,150
      Deferred revenue                                                      (31,176)         -
                                                                         -----------  ---------

  NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                      (760,446)     2,335
                                                                         -----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                        (45,067)         -
                                                                         -----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of preferred stock                                   1,050,000          -
  Payments for private placement costs                                      (90,000)
  Proceeds from sale of common stock                                                    80,000
  Loan from stockholders                                                                20,000
  Repayment of loan from stockholders                                       (20,000)         -
                                                                         -----------  ---------
                                                                            940,000    100,000
                                                                         -----------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENT                                    134,487    102,335
CASH AND CASH EQUIVALENT, BEGINNING OF YEAR                                 102,335          -
                                                                         -----------  ---------
CASH AND CASH EQUIVALENT, END OF YEAR                                    $  236,822   $102,335
                                                                         ===========  =========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
YEAR  ENDED  DECEMBER  31,  2001  AND  DECEMBER  5, 2000 (DATE OF INCEPTION) TO
DECEMBER  31,  2000


                                                                             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 noncash investing and financing activities:

  The company purchased substantially all of the assets of Bluebook
    Sole-proprietorship and assumed specific liabilities as follows:

    Fair value of tangible assets purchased                              $   81,051
    Identifiable purchased intangibles                                      920,000
    Total assumed liabilities                                              (464,274)
    Note payable related party                                           (1,000,000)
    Deferred revenue                                                       (244,726)
    Amount allocated to goodwill                                            707,949
                                                                         -----------
                                                                         $        -
                                                                         ===========

    Conversion of note payable related party to 1,000 shares
      of preferred stock on October 3, 2001                              $1,000,000
                                                                         ===========
</TABLE>

See  accompanying  Notes  to  Consolidated  Financial  Statements


                                                                               6
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 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 Stockholder"); and (d) Andrew Hromyk. Among
               other  things,  the Agreement provided for the Company's purchase
               from  the  Bluebook  Stockholders  of  all  of  the  issued  and
               outstanding  capital  stock of Bluebook International in exchange
               for  the  issuance  of  an  aggregate of 32,700,000 shares of the
               Company's  authorized but unissued Common Stock (the "Exchange").

               Effective  October  1,  2001,  the  Company underwent a change of
               control  in  connection  with the consummation of the Exchange in
               which  (i)  Andrew  Hromyk, the Company's only executive officer,
               resigned  his position, and the Board of Directors appointed Mark
               A.  Josipovich  to  serve  as  the  Company's  President,  Chief
               Executive  Officer,  Chief  Financial  Officer  and Secretary and
               Daniel  T.  Josipovich to serve as the Company's Chief Operations
               Officer;  (ii) the Company's majority stockholder surrendered and
               subsequently  cancelled  19,200,000 shares and (iii) the Bluebook
               Stockholders  became  the  holders  of an aggregate of 32,700,000
               shares  of  the Company's Common Stock, or approximately 84.4% of
               the  Company's  Common  Stock  issued  and  outstanding after the
               consummation  of  the Exchange. In addition, effective October 1,
               2001, Daniel E. Josipovich and Dorothy E. Josipovich were jointly
               issued  1,000 shares of Series A Convertible Preferred Stock with
               voting  rights  in  exchange for the cancellation of 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
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 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 6,033,411 issued and outstanding shares of
               common  stock  of  Bluebook  International, and issued a total of
               32,700,000  shares  of Common Stock to the Bluebook Stockholders.
               Immediately  following  the  Exchange, the Company had a total of
               38,733,411  shares  of  Common Stock issued and outstanding. As a
               result  of  the  Exchange,  Bluebook  International  became  a
               wholly-owned subsidiary of the Company. Immediately following the
               Exchange,  the  Company  caused  Acquisitions  and  Bluebook
               International  to  be  merged pursuant to a Certificate of Merger
               filed  with  the California Secretary of State on October 4, 2001
               (the  "Merger").  Acquisitions  survived  the  Merger,  and
               concurrently  Acquisitions  changed  its  name  to  The  Bluebook
               International,  Inc. (the "Surviving Subsidiary"). On November 6,
               2001, the Company changed its name from GAMA Computer Corporation
               to  The  Bluebook  International  Holding  Company.  The  Company
               intends  to  continue  to  hold  the  Surviving  Subsidiary  as a
               wholly-owned  subsidiary  of the Company and intends to cause the
               Surviving  Subsidiary  to  continue  the  operations  of Bluebook
               International,  as  more  fully  described  below.

               Bluebook International was incorporated on December 5, 2000 under
               the  laws  of  the  State  of  Nevada. On September 15, 2001, the
               Company  purchased  all of the business assets owned by Daniel E.
               Josipovich and Dorothy E. Josipovich, husband and wife (the "Sole
               Proprietorship"),  used  in  the business of creating, developing
               and distributing products and services related to The Bluebook of
               Cleaning,  Reconstruction  and  Repair  Cost (the "Bluebook") and
               Bluebook  Estimating Software Technology ("B.E.S.T.") for over 37
               years.

          Basis of presentation of Pro Forma Statement of Operations

               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
               on  a  pro  forma basis as if the transaction was effective as of
               January  1,  2000.

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


                                                                               8
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 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.T.  The  Bluebook is a book in the form of both a desk
               and  pocket  size  book containing the information of the average
               unit  costs  attendant to the cleaning, reconstruction and repair
               industries.  B.E.S.T.  is a software format of The Bluebook which
               allows  subscribers  the option to retrieve The Bluebook data and
               calculate  the  cost  to  clean, reconstruct or repair, then file
               claims  electronically.  Currently  the  Company  is  developing
               B.E.S.T.  Net  (TM),  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 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
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


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

          Intangible  assets

               Intangible  assets, consist of trademarks, database, graphic arts
               and  other,  customers list, and goodwill. 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.

               Trademarks  and  database  are  identified as intangibles with an
               indefinite  useful  life,  and  are  therefore not amortized, but
               tested  for  impairment  in  accordance with the guidance in SFAS
               142.  Goodwill is also not amortized and is tested for impairment
               at  least  annually  in accordance with the guidance in SFAS 142.

          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.

               Software-related  products  and  services


                                                                              10
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


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

          Revenue  recognition  -  Continued

               Sales  of  The  Bluebook  -  Continued

               Revenues  from  software-related products are 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
                    -    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
               of  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.


                                                                              11
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


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

          Income  taxes

               The  Company  incurred  operating loss from September 15, 2001 to
               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.

               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.


                                                                              12
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


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

          Recent  financial  accounting  standards  (SFAS)  pronouncements  -
          Continued

               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.

          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.     PROPERTY  AND  EQUIPMENT

          At December 31, 2001, property and equipment consist of the following:

                                                2001
                                              --------

               Furniture                      $ 37,559
               Software                          6,141
               Office equipment                 59,108
                                              --------
                                               102,808
               Less accumulated depreciation     9,005
                                              --------
                                              $ 93,803
                                              ========

          Depreciation  expense  charged  to  operations in 2001 is $9,005.


                                                                              13
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


4.     PROGRAM  DEVELOPMENT  COSTS

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

                                                   2001
                                                -----------

               Cost of developed software       $   380,000
               Cost of software in development       78,718
                                                -----------
                                                    458,718
               Less accumulated amortization         25,909
                                                -----------
                                                $   432,809
                                                ===========

          Amortization  of  program  development  costs charged to operations in
          2001 is $25,909.


5.     INTANGIBLE  ASSETS

          In September 15, 2001, the Company entered into a business
          combination, using the "Purchase Method" of accounting. The total
          purchase price of $1,709,000 was allocated as follows:

               Tangible assets                  $ 81,051
               Trademarks                       $187,000
               B.E.S.T.  Software                257,000
               B.E.S.T.  Net                     123,000
               Database                          287,000
               Customer  list                     66,000
               Goodwill                          707,949
                                              ----------
               Total                          $1,709,000
                                              ==========

          B.E.S.T.  Software  and  B.E.S.T. Net were included as part of program
          development  costs.  (See  Note  4).

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

          Intangibles subject to amortization:
               Graphic  arts  &  other          $ 31,692
               Customer  list                     71,010
                                                --------
                                                 102,702
               Less accumulated amortization       3,858
                                                --------
                                                  98,844
                                                --------


                                                                              14
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


5.     INTANGIBLE  ASSETS  -  Continued

          Intangibles not subject to amortization:
               Trademarks                           $   187,000
               Database                                 287,000
               Goodwill                                 707,949
                                                     ----------
                                                      1,181,949
                                                     ----------

                                                     $1,280,793
                                                     ==========

          Amortization of intangibles charged to operations in 2001 is $3,858.

          The  estimated  aggregate  amortization  expense  for each of the five
          succeeding  years  consist  of  the  following:

          Years  ended  December  31,
               2002                                  $  112,903
               2003                                     111,249
               2004                                     111,086
               2005                                      73,629
               2006                                      10,804
               Thereafter                                33,263
                                                     ----------

                                                     $  452,935
                                                     ==========

6.     STOCKHOLDERS'  EQUITY

          ISSUANCE  OF  STOCK

          In  April 2001, the Company sold 15,000,000 shares of common stock for
          $75,000.

          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  in  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.


                                                                              15
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


6.     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 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 Convertible
          Preferred  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 Convertible Preferred 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.

          In the event of liquidation, the stockholders of the Series B 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
          Convertible  Preferred  Stock  have  the  same  voting  rights  as the
          stockholders  of  Common  Stock.


                                                                              16
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


7.     INCOME  TAXES

          For  the  year  ended  December 31, 2001 and December 5, 2000 (date of
          inception) to December 31, 2000 the provision for current and deferred
          income  tax  consists  of  the  following:

                                                      2001      2000
                                                   ----------  -------
               Current
                  Federal                          $       -   $     -
                  State                                  800     1,150
                                                   ----------  -------
                                                         800     1,150
                                                   ----------  -------
               Deferred
                  Federal                                  -         -
                  State                                    -         -
                  Benefit of NOL carryforward        191,000         -
                  Increase in valuation allowance   (191,000)        -
                                                   ----------  -------
                                                           -
                                                   ----------  -------
                                                   $     800   $ 1,150
                                                   ==========  =======

          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  $350,000  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.


8.     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  expenses were  accrued.

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


                                                                              17
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


8.     RELATED  PARTY  TRANSACTIONS  -  Continued

          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  $12,000 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 9), 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.


9.     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.


                                                                              18
<PAGE>
THE  BLUEBOOK  INTERNATIONAL  HOLDING  COMPANY  AND  SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001 AND DECEMBER 5, 2000 (DATE OF INCEPTION) TO
DECEMBER 31, 2000


10.    Pro-forma results of operations

               On  September  15,  2001, the Company acquired 100% of the assets
               and  results  of  operations of Bluebook Sole Proprietorship. The
               following pro forma results of operations and earnings per share,
               sets  forth,  for  the  periods  indicated, as if the purchase of
               Bluebook  Sole  Proprietorship  and  merger  with  Bluebook
               International,  Inc.  had  occurred  on  January  1,  2000.

<TABLE>
<CAPTION>
                                                                    2001         2000
                                                                ------------  -----------
<S>                                                             <C>           <C>
SALES, net                                                      $   799,987   $   644,450
                                                                ------------  -----------
OPERATING EXPENSES
  Selling, general and administrative expenses                    1,128,699       441,425
  Depreciation and amortization expenses                             83,117        55,612
                                                                ------------  -----------
                                                                  1,211,816       497,037
                                                                ------------  -----------
INCOME (LOSS) FROM OPERATIONS                                      (411,829)      147,413
OTHER INCOME                                                              -         3,004
                                                                ------------  -----------
INCOME BEFORE PROVISION FOR INCOME TAX                             (411,829)      150,417
INCOME TAX EXPENSE                                                      800        60,000
                                                                ------------  -----------
NET INCOME (LOSS)                                                 ($412,629)  $    90,417
                                                                ============  ===========
Weighted average number of shares of common stock outstanding    25,159,439    10,188,534
                                                                ============  ===========
Basic earning per share                                              ($0.02)  $      0.01
                                                                ============  ===========
</TABLE>


                                                                              19
<PAGE>