U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2002

                                       or

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

          For the Transition period from ___________ to _______________

                        Commission file number: 333-55098

                             GLOBAL EXPRESS CAPITAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                 (Name of small business issuer in its charter)

             Nevada                                      88-0480840
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

8540 South Eastern Avenue, Suite 200, Las Vegas, Nevada                 89123
        (Address of principal executive offices)                      (Zip Code)

Issuer's telephone number, including area code: 702-794-4411

Securities registered under Section 12(b) of the Act:

   Title of each class          Name of each exchange on which registered
          None                                Not Applicable

Securities registered under Section 12(g) of the Act:

                                      None
                                (Title of Class)

<PAGE>

      Indicate by check mark whether the issuer has: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) been subject to such filing requirements for the past 90
days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|

      Issuer's revenues for its fiscal year ended December 31, 2002: $427,883.

      The aggregate market value of issuer's voting and non-voting common equity
held by non-affiliates of the issuer as of March 25, 2003, was zero. There is no
established public trading market for the registrant's units.

      The registrant had 22,575 units of membership interest outstanding as of
March 25, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.


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<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS.

General

      Global Express Capital Real Estate Investment Fund I, LLC ("Global Express
Fund") was organized on November 21, 2000 as a Nevada limited liability company
for the purpose of making or purchasing entire or fractional interests in
mortgage loans or deeds of trust. We commenced our business operations on April
30, 2002. We invest in loans secured by whole or partial interest in first or
second mortgages, deeds of trust or similar collateral on undeveloped land or
single and multiple family residential or commercial real estate. Our existence
will terminate on December 31, 2016, unless earlier dissolved or terminated in
accordance with our Operating Agreement, dated as of July 20, 2001, as restated
and amended on March 11, 2003 ("Operating Agreement") or as otherwise provided
by law or by amendment to our Operating Agreement.

      During 2002 our Manager was Conrex International Financial, Inc., a Nevada
corporation qualified to do business in Nevada under the name Global Express
Capital Mortgage ("Manager" or "Global Express Capital Mortgage"). We intend to
replace our Manager with a newly formed Montana corporation, named Global
Express Capital Mortgage Corp. All management and employees of the Nevada
corporation will resign and assume the same responsibilities with the Montana
corporation. In any event, all of our investment decisions are made by Connie S.
Farris who has substantial prior experience in the mortgage industry.

      On October 4, 2001, our Registration Statement on Form S-11, as amended,
became effective with the Securities and Exchange Commission for the initial
public offering of up to a maximum of 100,000 units of ownership interest in
Global Express Fund at $1,000 per unit (the "Offering"). From January 17, 2002
to April 30, 2002, we raised $1,500,000, the minimum amount to be raised in the
Offering, at which time we funded our first loan. As of December 31, 2002 and
March 25, 2003, we have raised an aggregate of $11,101,829 and $22,574,785,
respectively. We will continue to raise funds in the Offering.

Business

      General Standards for Mortgage Loans

      Global Express Fund is engaged in the business of making or purchasing
entire or fractional interests in acquisition, development, construction, and
bridge or interim loans. As of December 31, 2002, we had made acquisition loans,
bridge loans and development loans. These loans are generally secured by first
or second deeds of trust or first or second mortgages on undeveloped land,
single and multiple family residential units or developments and commercial
buildings or developments, either existing or under construction, located in the
United States.

      Generally, we invest in mortgage loans having terms of one to three years
and we do not invest in mortgage loans with a maturity of more than three years
for any loan term, although we may extend the term. No single mortgage loan is
expected to exceed 20% of the face amount of


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<PAGE>

the pool. In addition, no more than 30% of the face amount of the pool is made
to any one borrower.

      Borrowers may request an extension of the repayment term on a mortgage
loan. If our Manager deems the extension to be in the best interest of the unit
holders, it may grant the extension for a fee, typically 1% of the principal
balance on the mortgage loan for a 90 day extension. If a payment on a mortgage
loan is made after the due date, the borrower will be required to pay a late
fee, typically equal to 10% of the total amount of the payment. Unit holders
will receive all of the late fees and extension fees based upon their pro rata
share of such fees at the time they are earned.

      Mortgage loans are not insured or guaranteed by any governmental agency or
private mortgage insurance company. We select mortgage loans for investment
pursuant to the guidelines set forth below. These guidelines were designed to
set standards for the quality of the real property security given for the loans.

      1. Priority of Deeds of Trust or Mortgages. Mortgage loans are secured by
first or second deeds of trust or first or second mortgages that encumber the
property which the loan proceeds are being used to acquire, develop, construct
or otherwise finance. We use either a deed of trust or mortgage to create our
security interest depending on state law and practice. As of December 31, 2002,
approximately 77% of our loans were secured by first mortgages or deeds of trust
and 23% were secured by second mortgages or deeds of trust.

      2. Geographic Area of Lending Activity. As of December 31, 2002, a
majority of our loans were secured by property located in Nevada, Utah and
Arizona, with the balance in California, Texas and Florida.

      3. Loan-to-value Ratios. The amount of our mortgage loans, whether secured
by first or second deeds of trust or first or second mortgages, together with
the principal balance of any senior loan, generally do not exceed the following
percentages, based generally on the appraised value of the property as
determined by an independent written appraisal at the time the loan is made.

<TABLE>
<CAPTION>
                                                                                    MAXIMUM LOAN-TO-VALUE RATIO
                                                                                    (SUBJECT TO INCREASE BY THE
TYPE OF PROPERTY/LOAN                                                                         MANAGER)
                                                                                    ---------------------------
<S>                                                                                           <C>
Residential units or subdivisions (loans to land developers
and residential builders)......................................................               75%
Commercial Property (including, but not limited to, multi-unit residential
property, office buildings, industrial and warehouse facilities, retail stores,
shopping centers, motels, self-storage
facilities, senior housing, special purpose and gaming facilities).............               75%
Unimproved Land................................................................               60%
</TABLE>


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<PAGE>

      These loan-to-value ratios may be increased if, in the sole discretion of
our Manager, a given loan is supported by credit adequate to justify a higher
loan-to-value ratio or if mortgage insurance is obtained; however, we do not
anticipate obtaining or requiring the borrowers to maintain mortgage insurance.
In addition, the maximum loan-to-value ratio for unimproved land may be
increased, in our Manager's discretion, to 75% if the unimproved land is already
entitled (e.g., a final subdivision map has been recorded on the land), a
tentative map has been approved for the unimproved land, or our Manager believes
that the borrower is likely to secure key entitlements. Appraisals and
loan-to-value ratios on construction or development projects may be determined
on an as completed basis (i.e., the value of property as determined by the
appraiser assuming that all of the improvements for which the loan is being
sought are completed) or from a pro forma or projected income and expense
statement, rather than using the actual cost to determine the appraised value
and the loan to value ratio. Finally, the foregoing loan-to-value ratios does
not apply to purchase money financing that we offer to sell any real estate that
we acquire through foreclosure or to refinance a delinquent loan. In such cases,
we accept any reasonable financing terms that our Manager deems to be in the
best interest of our unit holders, in its sole discretion.

      We do not always receive an appraisal for each property on which we make a
mortgage loan. Certain properties do not provide for appraisals, such as time
share properties which are run by leading hotel chains. In addition, our Manager
believes that based on its knowledge of the geographic area and actual
contemporaneous sales, our Manager can determine the value of the property
without an appraisal. Accordingly, we depend upon our Manager's judgment and do
not require an appraisal where one is not readily available. However, if we
obtain an appraisal, its generally retained from appraisers certified by the
American Institute of Real Estate Appraisers (M.A.I. or S.R.E.A. designation),
although appraisers holding other credentials (e.g., who meet the minimum
qualifications prescribed by local laws or are of the type generally used by
commercial lenders in the state the property is situated) may be used with
respect to some mortgage loans. Our Manager reviews each appraisal report
obtained.

      4. Terms of Loans. Mortgage loans we select have a term ending no more
than 36 months, although we may extend the term. Our loans for the fiscal year
ended December 31, 2002 ranged from a three-month to a one-year term. Most of
our loans require the borrower to pay only interest during the loan term.
Therefore, the borrower will have to repay the entire principal of the loan at
the end of the term. Payment of all or a significant portion of the principal
loan is called a "balloon payment." Many borrowers do not have funds sufficient
to make this balloon payment and consequently, must refinance or sell the
underlying property. There can be no assurance that the economics of the project
at the end of the term or general market conditions will provide the opportunity
for refinancing or sale.

      5. Escrow Conditions. Our mortgage loans are generally funded through an
escrow account handled by either a qualified title insurance or escrow company
or other qualified company performing similar functions. The escrow agent is
instructed not to disburse any funds out of the escrow for a mortgage loan
until:


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<PAGE>

      (a)   Satisfactory title insurance coverage has been obtained for the
            loan, naming us as the insured and providing title insurance in an
            amount at least equal to the principal amount of the loan. Title
            insurance insures only the validity and priority of the deed of
            trust or mortgage, and does not insure against loss by reason of
            other causes, such as diminution in the value of the property,
            over-appraisals, or borrower's default.

      (b)   Satisfactory fire and casualty insurance, naming us as loss payee in
            an amount at least equal to the principal amount of our loan has
            been obtained for all loans. Fire insurance will not be required
            where a loan is secured by unimproved land.

      6. Absence of Mortgage Insurance. Our Manager neither has nor intends to
arrange for mortgage insurance which would afford some protection against loss
if we foreclosed on a loan and there was insufficient equity in the property to
repay all sums owed.

      7. Global Express Fund as Payee. For loans that we make by ourselves, all
loan documents, such as the notes, deeds of trust and mortgages, name Global
Express Fund as payee and the insurance policies name Global Express Fund as
loss payee and additional insured. We do not write loans in the name of our
Manager or any other nominee. When we purchase loans or contribute loans in
exchange for units, the loans are written in the name of the original lender or
investor. Such loans are assigned to Global Express Fund when they are purchased
or contributed.

      8. Loan Participation. We may purchase fractional interests in a mortgage
loan (sometimes referred to as a loan participation), so long as such loan
satisfies our lending guidelines. We may participate in the funding of new loans
by Global Express Fund with another mortgage fund or investment vehicle that our
Manager or its affiliates have formed or manage, or with other investors that
are clients of our Manager or its affiliates (collectively, "Related Investors")
or with unrelated persons. If we participate in funding a new loan with Related
Investors, then we and the Related Investors shall have interests in that loan
in proportion to the amounts we and they have funded. As of December 31, 2002,
Global Express Fund did not enter into any participation agreements.

      9. Pre-existing Loans. Pre-existing mortgage loans or fractional interests
therein, that are secured by first or second deeds of trust or first or second
mortgages may be purchased from third parties or from our Manager and its
affiliates. Any such loan must satisfy our lending guidelines. Our Manager sells
to obtain the best terms for Global Express Fund in purchasing mortgage loans.
Depending on changes in interest rates since the organization of the loans and
other market factors, the purchase price may not be equal to the then
outstanding principal balance of the loan, together with accrued but unpaid
interest or a proportionate share of the loan balance with respect to the
purchase of a fractional loan interest. As of December 31, 2002, Global Express
Fund did not purchase any pre-existing loans.

      10. Contributions of Loans. At the sole discretion of our Manager,
investors in our Offering may be allowed to contribute entire or fractional
interests in pre-existing loans that are


                                       6
<PAGE>

secured by first or second deeds of trust or first or second mortgages in
exchange for units, provided such loans satisfy our lending guidelines. The
number of units given to an investor in exchange for such a contribution shall
be equal to the loan balance (or a proportionate share of the loan balance with
respect to the contribution of a fractional loan interest) rounded down to the
nearest thousand dollars. Such contributions may entitle the investor to receive
a higher number of units. As of December 31, 2002, approximately 15% of the
units sold were in exchange for loans contributed by investors.

      11. Leasehold Financing. Mortgage loans may be secured by first and/or
second deeds of trust or first or second mortgages encumbering leasehold
interests in undeveloped land and residential and commercial developments
located in the United States. In leasehold loans, the borrower does not own the
land, but rather has the right to occupy and develop the land under a long-term
ground lease with the owner of the land.

      In addition, we may invest in or purchase loans made to our Manager and
its affiliates that are determined to be suitable for our loan portfolio and on
terms no more favorable to our Manager or its affiliates than to other
borrowers. Two loans in the aggregate amount of $1,364,500 were made to an
entity controlled by the spouse of the sole stockholder of our Manager; however,
our Manager has no beneficial interest in these loans. Another loan for $11,000
was made to Global Express Fund's Chief Financial Officer.

      We do not intend to (i) invest in the securities of other real estate
companies or other issuers for the purpose of exerting control or for any other
purpose, except for the making or acquisition of mortgage loans in the ordinary
course of our business, (ii) underwrite securities of other real estate funds,
real estate companies or any other issuers, (iii) sell any of the mortgage loans
or the related property unless we acquire a property in a foreclosure proceeding
and (iv) purchase or otherwise re-acquire our units.

      Use of Loan Funds

      The application by the borrower of the proceeds of the mortgage loan we
make or acquire depend on the nature of the project. The proceeds may be used to
fund the acquisition of raw land for development or for land that is already
improved. We make some of our loans to permit borrowers to acquire properties
held by banks after foreclosure; however, Global Express Fund did not make loans
for borrowers to acquire foreclosures held by banks.. The mortgage loans may
also be used to pay development costs, such as costs to secure permits and
entitlements, resolve land use issues and secure utility services, architects'
and engineers' fees and expenses, and other costs needed to prepare the property
for the construction of improvements. In addition, the mortgages loans may be
used to pay for infrastructure improvements, such as grading, roads, sewers,
sidewalks, lights and utility conduits or pay costs. Finally, the proceeds may
be utilized to construct homes or commercial buildings in developments. A bridge
loan was made on an existing home and on an existing housing development
totaling $1,364,700. The remaining $7,338,639 were made for acquisition and
development costs.

      Costs for infrastructure or building improvements may include both hard
costs, which are actual cost of the labor and materials, as well as soft costs,
such as general contractor fees,


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<PAGE>

insurance, and legal fees. Additionally, some mortgage loans contain interest
reserves so that the amount of the loan will be sufficient to fund the
acquisition, development or construction and pay the interest due under the loan
from loan inception until loan maturity.

      The mortgage loans we make or acquire may include interim loans that are
made to a real estate developer or investor on a short-term basis until they can
finance the real estate project with an institutional lender.

Loan Repayment

      Depending on its nature and purpose, a mortgage loan may be repaid from
the sale, lease or refinancing of the real property securing it or from other
sources. Land development loans (typically, loans used to finance the cost of
entitling and subdividing land) are generally repaid from the sale of the
entitled, subdivided land to other developers or homebuilders. Construction
loans to residential homebuilders are typically repaid from the sale of the
completed homes. Construction loans to commercial developers are typically
repaid either from a sale or refinancing of the project. Bridge loans can be
repaid from the sale or refinancing of the property or from other sources of
funds to which the borrower has access.

Credit Evaluations

      Our Manager may consider the income level and general creditworthiness of
a borrower to determine a borrower's ability to repay the mortgage loan
according to its terms. The key consideration, however, is whether the value of
the property is sufficient to satisfy the loan-to-value ratios as described
above. Therefore, we may make loans to borrowers whose principals are in default
under their other obligations or who do not have sources of income that would be
sufficient to qualify for loans from other lenders. Most of our borrowers have
no significant assets other than the real property securing our loan. If a
principal of the borrower personally guarantees the loan, the general
creditworthiness of the guarantor will be considered. Repayment of any loan
generally comes from the proceeds of the sale or refinancing of the property,
not from the resources of the borrower or a guarantor. Our Manager exercises its
business judgment in deciding which mortgage loans will require a guarantee.

      If a borrower is unable to repay a mortgage loan at maturity (e.g., if the
sale or refinancing of the property does not generate sufficient proceeds to
repay the loan, the borrower defaults under the loan, or we foreclose on and
subsequently sell the property and the sales proceeds are inadequate to repay
the loan and costs of foreclosure), we may be precluded from seeking the
deficiency from the borrower, either because the loan is a non-recourse loan or
due to the effect of certain legal protections afforded to borrowers generally.
If the loan is guaranteed, the guarantor may be able to raise legal defenses
that may be available to guarantors generally that would impair our ability to
seek a deficiency from the guarantor. There were no foreclosures made in 2002.


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<PAGE>

Sale of Loans

      We invest in mortgage loans for investment purposes and we have not nor do
we expect to engage in real estate operations in the ordinary course of
business, except as may be required if we foreclose and take over ownership and
management of the property. We also do not invest in loans primarily for the
purpose of reselling them in the ordinary course of business. We sell mortgage
loans (or fractional interests therein) when our Manager decides that it is
advantageous to do so, based upon then-current interest rates, the length of
time that we have held the loan and our overall investment objectives.

Loan Servicing

      Our Manager is responsible for the servicing of the mortgage loans. In
fulfillment of its responsibilities, our Manager, directly or through contracted
parties, makes construction loan disbursements, invoice interest, principal and
other charges, collects payments and performs other loan administration
services. Our Manager is entitled to contract with third party service providers
to assist it in loan servicing provided that such third party service providers
charge competitive fees for their services. Our Manager pays for loan servicing
activities, except for delinquent loans.

      Interest on mortgage loans is paid in arrears with respect to the
preceding 30-day period. Borrowers are instructed to mail checks or money orders
to us for deposit in our accounts to be maintained at one or more financial
institutions selected by our Manager. When a late payment is received, the
borrower is required to pay a late fee which is usually calculated as a
percentage of the contractual monthly payment amount.

      If a loan becomes delinquent, the range of responses that our Manager
takes varies depending on the nature of the default and the circumstances
existing at that time. These responses include, without limitation, granting
additional cure periods to the borrower, requiring the borrower to contribute
additional funds to the project, refraining from funding future phases of
construction, replacing the borrower with an independent construction manager to
supervise the completion of the project, seeking to appoint a receiver to
oversee the completion of the project, foreclosing non-judicially under the
mortgage or deed of trust, if permitted under state law, taking such other
enforcement actions as are typically undertaken by commercial lenders in the
state that governs the enforcement action, negotiating and accepting a deed in
lieu of foreclosure, or commencing legal action against the borrowers or against
any guarantors of the loan. Our Manager may also forgive debt or modify the
economic terms of the loan by changing the interest rate, extending the maturity
date or altering the principal or interest payment obligations if it believes
such actions are advisable under the circumstances. The costs of collecting
payments on such delinquent loans, including legal fees, reduce the eventual
recovery and return to our unit holders.

Our Manager

      Our Manager was incorporated in the State of Nevada under the name Conrex
International Financial, Inc. and conducted its business during 2002 in Nevada
under the name


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<PAGE>

Global Express Capital Mortgage. Global Express Capital Mortgage was formed in
August 1999 by Connie S. Farris, its sole officer and through a parent holding
company, its principal stockholder. We intend to replace our Manager with a
newly formed Montana corporation, named Global Express Capital Mortgage Corp.
All management and employees of the Nevada corporation will resign and assume
the same responsibilities with the Montana corporation. In any event, all of our
investment decisions are made by Connie S. Farris who has substantial prior
experience in the mortgage industry. Global Express Capital Mortgage offers its
investors the opportunity to invest in mortgage loans that finance the
construction of individual single family residences in Las Vegas, Nevada.

      Our Manager manages and controls our affairs and has the responsibility
and final authority in almost all matters affecting our business. We do not have
our own employees or officers and the employees of our Manager carry out our
operations with its employees at its offices. The duties of our Manager include,
without limitation:

            o     dealings with members of Global Express Fund;

            o     accounting, tax and legal matters;

            o     communications and filings with regulatory agencies;

            o     evaluating and choosing the mortgage loans in which we will
                  invest in accordance with our lending standards and policies;

            o     deciding what agreements we will enter into and whether we
                  will enter into joint ventures with other companies to invest
                  in mortgage loans;

            o     originating, servicing and managing our mortgage loan
                  investments; and

            o     managing our other operations, if any.

Prior Experience of Our Manager

      Our Manager, Global Express Capital Mortgage, was formed in August 1999;
however, it did not actively start doing business until September 2000. Our
Manager, along with its predecessors, specializes in the brokerage of home
mortgage and private investment loans for construction and commercial projects.
Our Manager holds a privileged mortgage broker's license in Nevada.

      Our Manager obtains borrowers through approved advertisements, referrals
and repeat business, and obtains investors interested in funding the loan in the
same manner. It then matches the two together in compliance with Nevada law. Our
Manager obtains a loan and then processes the application. When processing a
loan, our Manager:

            o     orders and reviews a property title search,

            o     performs a property inspection,

            o     obtains an appraisal if it deems it to be necessary and
                  reviews the appraisal for reasonableness, and

            o     performs credit underwriting through borrower interviews,
                  credit reports and reviews borrowers' and principals'
                  financials.


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<PAGE>

      Our Manager operates Global Express Fund at its own expense and pays all
expenses of our operation, including, without limitation, servicing of loans
that are not delinquent, maintaining an office, reviewing loan proposals and
preparing financial statements and tax returns.

      Our Manager acts as a mortgage broker originating many separate loans,
each of which is separately funded by institutions and individuals. In contrast,
we invest in loans with our own funds. Our assets are a pool of loans, the
distributions from and proceeds of which are passed through unit holders. The
assets of our Manager are primarily receivables in the form of evaluation,
processing, origination and servicing fees.

      Since September 2000, our Manager has acted as mortgage brokers for the
investment of mortgage notes by approximately 228 investors in approximately 21
loans, approximating $8,703,339 as of December 31, 2002. Our Manager services
all loans funded.

      None of the loans closed as of December 31, 2002 by our Manager have gone
into default or foreclosure.

      The information on prior performance of our Manager is presented as
background information only. Investors in our Offering will have no right in,
and no obligations with respect to, such investments. It should not be assumed
that we will experience results comparable to that of our Manager. Performance
will vary from time to time and past results are not necessarily representative
of future results. Each investment is unique and various factors can influence
the performance of such investments, including geographic location, market
fluctuations and variations in operating expenses.

Employees

      As of December 31, 2002, we do not have our own employees. The employees
of our Manager carry out our operations with their employees. As of December 31,
2002, our Manager employed 4 persons, including the Chief Executive Officer and
Chief Financial Officer of Global Express Fund, an administrative assistant and
a title insurer. We employ so many of our Manager's employees as is necessary to
conduct our business.

Competition

      Our competitors consist primarily of conventional mortgage lenders and
mortgage loan investors including commercial banks, insurance companies,
mortgage brokers, pension funds and other institutional lenders. Many of the
companies against which we and our Manager compete have substantially greater
financial, technical and other resources than either Global Express Fund or our
Manager. There are hundreds of commercial banks, insurance companies, mortgage
brokers, pension funds and other institutional lenders competing to make the
type of loans in which we invest. There is no dominant competitor in this
sector. No particular competitor dominates the market. For the past few years,
the institutional lenders have not been as active in the commercial mortgage
market as in prior years. Recently, however, many major institutional lenders
have re-entered the commercial mortgage market due to a stronger economy,


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<PAGE>

stabilized or increased property values and leasing rates, and the decrease in
demand for residential loans. As a result, we anticipate competition for
investments in mortgages secured by commercial properties, which creates
pressure on lenders to lower interest rates. Consequently, we may not be able to
obtain as high interest rates on mortgage investments as we would otherwise
obtain, which would affect our revenues and the distributions made to our unit
holders.

Regulations

      We acquire mortgage loans secured by properties primarily located in the
States of Nevada, California, Arizona, Utah and Florida some of which are states
in which the principals of our Manager have conducted real estate business.
These States do not require us to be licensed as a mortgage lender or mortgage
broker to acquire loans that are made by a company duly licensed to make
mortgage loans. Our Manager and its affiliates are properly licensed in all
states where they originate mortgage loans. We acquire mortgage loans from our
Manager and its affiliates. Global Express Fund is not and does not intend to be
licensed to make mortgage loans. When we acquire or service loans we are subject
to many of the same rules and regulations that govern the activities of lenders
and when our Manager has made these loans it also is subject to these rules and
regulations. These normally impact, among other things, the types of advertising
and other marketing efforts a lender can use to solicit borrowers, the interest
that can be charged and the manner in which loans are closed and serviced. We
and our Manager undertake efforts to comply with all applicable rules and
regulations that govern our acquisition or our Manager's making of mortgage
loans in each state. Global Express Fund or our Manager's failure to comply with
these rules and regulations, or the assertion by a state that we are required to
be licensed, could impact our ability to acquire or enforce our loans in that
state, thereby reducing the possible return to our unit holders.

      Our Manager is licensed to broker mortgage loans in the State of Nevada
and is subject to rules and regulations governing the activities of mortgage
brokers. These normally impact, among other things, the types of advertising and
other marketing efforts a mortgage broker can use to solicit borrowers and the
manner in which loans are closed. Our Manager conducts its real estate mortgage
business under a "privileged" mortgage broker's license in the State of Nevada.
As a licensed mortgage broker in this state, our Manager is subject to on site
examinations by the financial institutions division of the State of Nevada,
which also reviews its advertising, mandates strict record maintenance, and
reviews its financial reporting, including its financial statements and monthly
activity reports. Our Manager undertakes efforts to comply with all applicable
rules and regulations in each state where it conducts business. An assertion by
any of the states that our Manager has failure to comply with these rules and
regulations could adversely impact on our Manager's ability to conduct its
business, including its management of Global Express Fund.

      State laws impose restrictions on the maximum interest that may be charged
on our loans. The potential penalties for violation of the usury law in
different states include restitution of actual usurious interest paid by the
borrower, damages in an amount equal to three times the interest collected by
the lender and forfeiture of the entire loan. Under California law, a loan
arranged by a licensed California real estate broker will be exempt from
applicable California usury provisions. Since a licensed real estate broker will
arrange our loans, our loans should be


                                       12
<PAGE>

exempt from applicable state usury provisions. Nevertheless, unintended
violations of the usury statutes may occur. In such an event, we would incur a
substantial loss and unit holders would lose a portion of their investment.

Additional Risks

      An investment in Global Express Fund is subject to significant risks
including, without limitation, the following:

      o     There is no public market for the resale of the units and we do not
            expect one will ever develop. Also, the sale and transfer of the
            units is severely restricted and therefore, unit holders must be
            prepared to forego the use of the invested funds until we return
            their investment.

      o     We have a limited operating history and assets. We completely rely
            on our Manager, its employees and facilities, and our Manager has
            limited operating experience in managing a real estate fund. Unit
            holders have limited voting rights and no opportunity to evaluate
            the terms of mortgages, the real property that is our collateral or
            other financial data concerning our loans and therefore you must be
            prepared to rely heavily upon our Manager to manage Global Express
            Fund. Also our Manager can dissolve Global Express Fund at any time
            and unit holders could lose a significant part of their investment.

      o     We may invest a substantial portion of the proceeds of our Offering
            in loans made for the construction of property and if the value of
            the properties serving as collateral for our loans is reduced, the
            borrower's ability to repay the loans would be reduced, which may
            delay or reduce the Unit holders' return. Any defaults on our loans
            may decrease our revenues and distributions to you.

      o     Our mortgage loans are secured by properties in primarily five
            states and therefore any economic downturn in these states or in the
            type of property may significantly delay or reduce the return of the
            Unit holders' investment.

      o     Our underwriting standards and procedures may be more lenient than
            conventional lenders which may create additional risks to the unit
            holders' return. Also, we generally do not spend more than 30 days
            assessing the character and credit history of our borrowers which
            may create a greater risk of default by our borrowers.

Conflicts of Interest

      Certain relationships exist among Global Express Fund, our Manager and
Global Express Securities, our affiliated broker-dealer, and the officers,
directors and other affiliates of our Manager and Global Express Securities
which could result in conflicts of interest, including the following:


                                       13
<PAGE>

      o     Our Manager and its officers, directors and affiliates are engaged
            in business activities involving real estate lending and expect to
            engage in additional business activities which may be competitive to
            us and also arrange for the origination or purchase of mortgage
            loans for other clients. Accordingly, our Manager and its affiliates
            may have conflicts of interest in allocating management time and
            mortgage loan opportunities between itself, us and other clients.

      o     Our Manager and its affiliates sell us the mortgage loans or receive
            a commission as a broker for the loans. This could result in our
            Manager selecting loans that have a higher interest rate and greater
            risk.

      o     Our Manager and its affiliates receive substantial fees in
            connection with our Offering and our ongoing operations.

ITEM 2. DESCRIPTION OF PROPERTY.

      As of December 31, 2002 we do not have our own facilities. We share office
space with our Manager at 8540 South Eastern Avenue, Suite 200, Las Vegas,
Nevada 89123; tel. number 702-794-4411. The offices consist of approximately
8,000 square feet of which approximately 2,000 square feet is utilized for the
operations of Global Express Fund. Our Manager holds a 5-year lease for the
facility which expires in April 1, 2006. The lease provides for an annual
payment of $11,500. We do not, nor do we intend to, pay our Manager any overhead
or other compensation for providing us with its personnel and equipment.

      We make or purchase entire or fractional interests in acquisition,
development, construction and bridge or interim loans. These loans will be
secured by first or second deeds of trust or first or second mortgages on
undeveloped land, single and multiple family residential units or developments
and commercial buildings or developments, either existing or under construction,
located in the United States. See Item 1. "Description of Business" regarding
our investments in mortgage loans.

ITEM 3. LEGAL PROCEEDINGS.

      Except as described below, we are not a party to any pending legal,
administrative or juridical proceeding, and our property is not the subject of
any such proceeding, other than actions arising in the ordinary course of our
business.

      On April 16, 2003, Merrill Communications LLC ("Merrill") filed a summons
and complaint in the Supreme Court of the State of New York against Global
Express Fund and its manager, Global Express Capital Mortgage. Merrill performed
financial printing services for Global Express Fund. Merrill is seeking judgment
against Global Express Fund and its manager in the amount of $111,784.88 plus
interest accruing thereon from April 5, 2002, and all costs and disbursements
incurred by Merrill in bringing this suit, including reasonable attorneys' fees.
Global Express Fund has answered and denied the allegations and asserted the
affirmative defense that Merrill lacks long arm jurisdiction over Global Express
Fund. In March 2003, Merrill made a motion for summary judgment which Global
Express Fund intends to defend.


                                       14
<PAGE>

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

      No matter was submitted to a vote of the unit holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2002.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      a.. There is no established public trading market for the trading of our
units.

      b. There were 377 account holders as of March 25, 2003.

      c. Generally on a monthly basis, we distribute to unit holders a return on
their pro rata share: (i) of the interest earned on mortgage loans that are not
delinquent, (ii) of the interest earned on our cash investments, (iii) at the
time payment is made of principal repayments of our mortgage loans and (iv) of
late fees and extension fees at the time such fees are owned. As of December 31,
2002, we distributed approximately $427,883 to unit holders holding 226
accounts.

      We offer to our investors and existing unit holders the opportunity to
automatically reinvest distributions of interest received from mortgage loans or
from cash held by Global Express Fund, and/or automatically reinvest
distributions of principal generated from the repayment of mortgage loans,
including late fees and extension fees, or foreclosure loans or the prepayment
of mortgage loans, in exchange for additional units of ownership interest in
Global Express Fund.

Use of Proceeds

      On October 4, 2001, our Registration Statement on Form S-11 (Registration
#: 333-55098), as amended, became effective with the Securities and Exchange
Commission for the initial public offering of up to a maximum of 100,000 units
of ownership interest in Global Express Fund at $1,000 per unit for an aggregate
purchase price of $100,000,000. However, we did not commence the Offering until
January 17, 2002. Our lead underwriter, Global Express Securities, Inc., an NASD
licensed broker-dealer, who is also an affiliate of our Manager, is offering and
selling the units, but it may also engage other broker-dealers to sell our
units. As of December 31, 2002, we have sold an aggregate of 11,102 units for an
aggregate purchase price of $11,101,829.

      As of December 31, 2002, all expenses incurred in connection with the
issuance and distribution of the units registered for underwriting discounts and
commissions, finders' fees, expenses paid to or for our underwriter, other
expenses and total expenses were paid by our Manager in accordance with our
expense sharing agreement.


                                       15
<PAGE>

      Therefore, we received the entire $11,101,829 in gross proceeds from the
Offering.

      From January 17, 2002 to December 31, 2002, an aggregate of approximately
$11,101,829 of gross proceeds received from the Offering have been used to make
mortgage loans, or purchase entire or fractional interests in mortgage loans
that are made for the acquisition, development or construction of commercial or
single or multiple family residential real estate in the United States. The
mortgage loans are secured by whole or partial interests in first and/or second
mortgages, deeds of trust or similar collateral on undeveloped land or single
and multiple family residential and commercial real estate located in the United
States, predominantly in the States of Nevada, Utah and Arizona, with the
balance in California, Texas, and Florida. The number of loans we acquire will
increase with the amount of proceeds we obtain. Funds held by us that have not
yet been used to make or acquire mortgage loans are deposited in
interest-bearing bank accounts, money market funds or used to purchase
short-term U.S. Treasury bills, which earn interest at short-term interest
rates. Investors are entitled to a pro-rata portion of the short-term interest
earned.

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

Forward Looking Statements

      Statements in this Item 6 "Management's Discussion and Analysis or Plan of
Operation" and elsewhere in this Report are certain statements which are not
historical or current fact and constitute "forward-looking statements" within
the meaning of such term in Section 27A of the Securities Act of l933 and
Section 21E of the Securities Act of l934. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual financial or operating results of Global Express Fund to be
materially different from the historical results or from any future results
expressed or implied by such forward-looking statements. Such forward looking
statements are based on our best estimates of future results, performance or
achievements, based on current conditions and our most recent results. In
addition to statements which explicitly describe such risks and uncertainties,
readers are urged to consider statements labeled with the terms "may," "will",
"potential," "opportunity," "believes," "belief," "expects," "intends,"
"estimates," "anticipates" or "plans" to be uncertain and forward-looking. The
forward-looking statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in Global Express
Fund's reports and registration statements filed with the Securities and
Exchange Commission.

      On October 4, 2001, our Registration Statement on Form S-11, as amended
(the "Prospectus"), became effective with the SEC for the initial public
offering of up to 100,000 units of ownership interest at $1,000 per unit (the
"Offering"). The Offering commenced on January 24, 2002.

      As of December 31, 2002 and March 25, 2003, pursuant to the Offering, we
sold 11,102 and 22,575 units, respectively, of membership interest in Global
Express Fund, raising an


                                       16
<PAGE>

aggregate of $ $22,574,785. We will continue to offer to the public units of
membership interest in Global Express Fund in accordance with the terms and
conditions of the Prospectus.

Investments

      In April 2002, we completed the minimum Offering and funded our first loan
at $1,517,000 which is secured by a first deed of trust in real property located
in the State of Nevada. As of December 31, 2002, we funded a total of 21 loans
aggregating $10,382,846, 12 loans of which are secured by first deeds of trust
and 9 loans of which are secured by second deeds of trust in real property. As
of March 25, 2003, we funded loans aggregating $21,777,679 and had cash on hand
of approximately $797,000. The loans were made on properties located in Nevada
(21 loans) Utah (2 loans) and Arizona (1 loan). These loans mature in twelve
months at interest rates of 13.5% to 18% per annum. The dates of maturity may be
extended for one year at the sole option of Global Express Fund and shall be
subject to an extension fee of 1% for such extension. As of December 31, 2002,
we distributed to members of Global Express Fund an aggregate of $427,883.
Subsequent to the balance sheet date, $387,777 was distributed to members of
Global Express Fund and $95,824 was rolled-over into new units of membership
interest.

Plan of Operation

      We intend to continue to raise funds pursuant to the Offering and invest
in mortgage loans where its collateral is real property located in the United
States. Our Manager will select the mortgage loans for Global Express Fund to
invest and will also assist us by obtaining, processing and managing these
loans. We believe that we will have an adequate number of opportunities to
invest in mortgage loans in the United States when funds raised in the Offering
are made available to Global Express Fund.

      During 2002, our Manager paid all costs incurred by Global Express Fund in
its operations, including accounting, legal, and administrative expenses and
fees. For the year ended December 31, 2002, the expenses for Global Express Fund
paid for by our Manager, totaled approximately $250,000. Our Manager has agreed
to continue to pay all costs incurred by us during the Offering. Therefore, we
do not anticipate needing additional funds to satisfy its cash requirements
during this period.

      For the year ended December 31, 2002, we had revenues of $427,883,
consisting primarily of interest income generated from loans.

      We are currently utilizing for its operations the personnel and office
equipment of our Manager and do not anticipate during 2003 hiring any employees,
acquiring any fixed assets like office equipment or furniture, or incurring
material office expenses. We will not pay our Manager any overhead or other
compensation for providing us with its personnel and equipment.

      In February 2003, we provided to all investors between March 1, 2002 and
January 9, 2003, the opportunity to rescind their purchase of units in Global
Express Fund. Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Act") requires that information


                                       17
<PAGE>

contained in a prospectus used more than nine months after the effective date of
the Registration Statement be of a date not more than 16 months prior to such
use. Our Prospectus contained audited financial statements dated June 30, 2001,
which became stale on October 31, 2002. We believed that since we did not
commence operations until the initial closing of the Offering on April 30, 2002,
the financial information in our Prospectus and the financial information in our
Form 10-KSB for December 31, 2001, were virtually the same, all zeros except for
$10 of cash. However, since they were of a different date, our Prospectus was
not in compliance with the requirements of Section 10(a)(3) of the Act. As of
the date of the rescission offer, we had sold an aggregate of $2,348,500 of
securities since October 31, 2002. One reason we made the rescission offer was
to reduce contingent liabilities to the purchasers. If we violated the
registration requirements of the Act, investors since October 31, 2002, could
seek rescission of their purchases and recover the consideration paid for the
securities with interest at the legal rate less income received on the security.
Therefore, we provided to all unit holders since October 31, 2002 the
opportunity to rescind their purchase of units in Global Express Fund. No
investor sought rescission and every investor reconfirmed their investment in
Global Express Fund.

ITEM 7. FINANCIAL STATEMENTS.

      The information required under this Item appears in a separate section
following Item 14 of this report.

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

            The information required under Item 304(a) of Regulation S-B has
previously been disclosed in a current report on Form 8-K filed with the
Securities and Exchange Commission on January 7, 2003 and as amended in a
current report on Form 8-K filed with the Securities and Exchange Commission on
January 15, 2003. No disclosure is required under Item 304(b) of Regulation S-B.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS PROMOTER AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

      We do not have any directors or officers. We are managed by Global Express
Capital Mortgage. The sole director and officer of Global Express Capital
Mortgage is Connie S. Farris.

      Connie S. Farris, age 58, has over 36 years of experience in the mortgage
industry. Mrs. Farris is the president, chief executive officer, secretary and
director of Global Express Capital Mortgage, our Manager, which she founded in
August 1999. Global Express Capital Mortgage specializes in the brokerage of
home mortgages and private investment loans for construction and commercial
projects. From September 1992 to August 2000, Mrs. Farris served as the
president of Global Financial, Inc., a company engaged in mortgage banking and
mortgage brokerage. Global Express Capital Corporation, wholly-owned by Mrs.
Farris, owns all of the


                                       18
<PAGE>

outstanding capital stock of our Manager and our lead underwriter, Global
Express Securities, Inc.

Compliance with Section 16(a) of the Exchange Act

Global Express Fund is not subject to Section 16(a) of the Securities Exchange
Act of 1934, as amended.

ITEM 10. EXECUTIVE COMPENSATION.

      Our Manager is entitled to receive compensation fees, including loan
origination or brokerage fees, loan evaluation and processing fees and
participation in proceeds from the sale, refinancing or other disposition of
collateral, each ranging from 2% to 5% of each loan, as well as servicing fees
and loan extension fees.

      Our Manager received approximately $373,000 in income during 2002 with
respect to (i) loan origination or brokerage fees, (ii) loan evaluation and
processing fees, and (iii) fees for administering loans of Global Express Fund.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      As of March 25, 2003, no person or entity beneficially owns more than 5%
of the ownership interest in Global Express Fund. Our Manager made a $10
contribution to Global Express Fund, but owns no interest in us. Global Express
Fund will be entirely owned by investors.

Global Express Capital Mortgage, our Manager

      The following table indicates the security ownership as of December 31,
2001, as to each person known to be the beneficial owner of more than five
percent of the securities of Global Express Capital Mortgage, our Manager, and
the security owned by its directors, executive officers and by all its officers
and directors as a group.

<TABLE>
<CAPTION>
                                                                        PERCENT OF
                                            SHARES OF                   COMMON STOCK
                                            COMMON STOCK                BENEFICIALLY
NAME                                        BENEFICIALLY OWNED          OWNED (1)
------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>
Connie S. Farris                                   15,000                  100%
c/o Global Express Capital Mortgage
8540 South Eastern Avenue, Suite 200
Las Vegas, Nevada 89123

All officers and directors as a group              15,000                  100%
(1 person)
</TABLE>

----------------
(Connie S. Farris owns 100% of the outstanding capital stock of Global Express
Capital Corporation. Global Express Capital Corporation owns 100% of the
outstanding capital stock of each of our manager, Global Express Capital
Mortgage, and our lead underwriter, Global Express Securities, Inc.)


                                       19
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Certain relationships exist among us, our Manager and our lead
underwriter, Global Express Securities, Inc. ("Global Express Securities"), in
our Offering of 100,000 units at $1,000 per unit, and the officers, directors
and other affiliates of our Manager and Global Express Securities. Our Manager,
Global Express Securities and their officers, directors and affiliates are
engaged in business activities involving real estate lending and expect to
engage in additional business activities which may be competitive to us and also
arrange for the origination or purchase of mortgage loans for other clients.
Accordingly, these relationships we have with our Manager and Global Express
Securities may result in various conflicts of interest. See Item 1.
"Business-Conflicts of Interest."

      Global Express Capital Corporation which is wholly owned by Connie S.
Farris, owns all of the outstanding capital stock of our Manager and all of the
outstanding capital stock of our lead underwriter, Global Express Securities.
Mrs. Farris is the president, chief executive officer, secretary and a director
of our Manager. Neither our Manager, nor Global Express Securities owns an
interest in Global Express Fund which is entirely owned by investors.

      Approximate fees received by the Manager of Global Express Fund in 2002
was $350,000.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits

         Exhibit No.          Description of Exhibit
         -----------          ----------------------

               3.1            Articles of Organization, as amended (Incorporated
                              by Reference to the Registrant's Registration
                              Statement on Form S-11 (No. 333-55098) filed on
                              February 6, 2001)

               4.1            Amended and Restated Operating Agreement of Global
                              Express Capital Real Estate Investment Fund I, LLC
                              (A Nevada Limited Liability Company) dated as of
                              March 11, 2003. (Incorporated by Reference as
                              Exhibit B to Post-Effective Amendment No. 8 to
                              Registrant's Registration Statement on Form S-11
                              filed on March 25, 2003)

               4.2            Form of Unit Certificate (Incorporated by
                              Reference to Amendment No. 4 of Registrant's
                              Registration Statement on Form S-11 filed on
                              September 27, 2001)


                                       20
<PAGE>

               10.1           Expense Sharing Agreement dated March 24, 2003 by
                              and between Global Express Real Estate Investment
                              Fund I, LLC and Global Express Capital Mortgage.*

               99.1           Certifications under Section 906 of the
                              Sarbanes-Oxley Act of 2002. *

----------------
*     Filed Herewith

(b)   Reports on Form 8-K

      None.

ITEM 14. CONTROLS AND PROCEDURES

      Global Express Fund is an Asset-Backed Issuer as defined under the
Securities Exchange Act of 1934 and not required to disclose the information
required by this item.


                                       21
<PAGE>

TABLE OF CONTENTS
                                                                        Page No.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

                 Statement of Assets                                       2


                 Statement of Liabilities &  Equity                        3


                 Statement of Revenue & Expenses                           4


                 Statement of Shareholder's Equity                         5


                 Statement of Cash Flows                                   6



SUPPLEMENTAL INFORMATION



                 Notes to Financial Statements                           7-10

<PAGE>

James R. Bonzo
Certified Public Accountant



                               INDEPENDENT AUDITORS' REPORT


To the Members of
Global Express Capital Real Estate Investment Fund I, LLC
Las Vegas, Nevada


I have audited the accompanying balance sheet of Global Express Capital Real
Estate Investment Fund I, LLC. as of December 31, 2002 and 2001 and the related
statement of operations and accumulated deficit and earning, changes in members'
equity, and cash flows for December 31, 2002 and 2001. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on our audits.

I conducted my audit in accordance with generally accepted auditing standards in
the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Express Capital Real Estate
Investment Fund I, LLC. as of December, 31, 2002 and 2001, and the result of its
operations, cash flows and changes in members' equity for the periods ended
December 31, 2002 and 2001, in accordance with generally accepted accounting
principles in the United States of America.




James R. Bonzo CPA
Las Vegas, Nevada
February 25, 2003



                4086 Spring Leaf Drive, Las Vegas, Nevada 89147
                      Tel 702-367-4483 o Fax 702-367-8864
________________________________________________________________________________
 Member of the American Institute of Certified Public Accountants and member of
   the Nevada Society of Certified Public Accountants Member of the Las Vegas
                              Chamber of Commerce

<PAGE>

                           GLOBAL EXPRESS CAPITAL REAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                               STATEMENT OF ASSETS
                               12/31/2002 and 2001



                                     ASSETS

CURRENT ASSETS                                           12-31-02       12-31-01
                                                       -----------      --------

  Cash in Bank                                         $   718,983        $ --
                                                       -----------        ------

           TOTAL CURRENT ASSETS                            718,983          --



MORTGAGES HELD FOR OR INVESTMENTS                        8,703,339          --

OTHER ASSETS
Real Estate held for Investment                          1,679,507          --
                                                       -----------        ------
   TOTAL ASSETS                                        $11,101,829        $ --
                                                       ===========        ======





See accompanying accountant report.


                                       2
<PAGE>

                           GLOBAL EXPRESS CAPITAL REAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                        STATEMENT OF LIABILITIES & EQUITY
                               12/31/2002 and 2001



                        LIABILITIES AND SHAREHOLDER'S EQUITY


                                   LIABILITIES

 LIABILITIES                                       12-31-02            12-31-01
                                                 -----------           --------

  Accounts Payable                               $         0            $  --
                                                 -----------            -----

           TOTAL LIABILITIES                               0               --


  MEMBERS' EQUITY

  Capital Contributions                           11,101,829               --
                                                 -----------            -----
   TOTAL EQUITY                                   11,101,829               --
                                                 -----------            -----
   TOTAL LIABILITIES & EQUITY                    $11,101,829            $  --
                                                 ===========            =====






See accompanying accountant report.



                                       3
<PAGE>

                           GLOBAL EXPRESS CAPITAL REAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                             STATEMENT OF OPERATIONS
                        YEAR ENDED 12-31-02 and 12-31-01



INCOME AND EXPENSE                                  12-31-02          12-31-01
                                                   -----------        ----------

  Revenue                                          $   427,883            --

COST OF REVENUE
  Commissions and Salaries                                   0            --
  Refunds                                                    0            --
                                                   -----------          ------
TOTAL COST OF REVENUE                                        0            --

           GROSS PROFIT                                427,883            --

EXPENSES



                                                   -----------          ------
          TOTAL EXPENSES                                     0            --

NET INCOME (LOSS)                                  $   427,883            --
                                                   ===========



See accompanying accountant report.


                                       4
<PAGE>

                           GLOBAL EXPRESS CAPITAL REAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                        STATEMENT OF SHAREHOLDERS' EQUITY
                        YEAR ENDED 12-31-02 and 12-31-01


                                         Additional  Distributions     Total
                             Common       Paid-in         To          Member's
                              Stock       Capital       Members        Equity
                           -----------   ----------  -------------  -----------

Balance, Begining          $        10    $    --      $    --      $        10

Capital Contribution        11,101,819          0           --       11,101,819
Distributions                       --         --       42,783
                           -----------    -------      -------      -----------

Balance, Ending            $11,101,829    $     0      $     0      $11,101,829
                           ===========    =======      =======      ===========




See accompanying accountant report.



                                       5
<PAGE>

                           GLOBAL EXPRESS CAPITAL REAL
                       REAL ESTATE INVESTMENT FUND I, LLC
                             STATEMENT OF CASH FLOWS
                        YEAR ENDED 12-31-02 and 12-31-01


                                                Period ended 12/31/2002 and 2001
                                                     2002             2001
Cash flows from operating activities

  Net income                                     $    427,883        $  --
Adjustments for non-cash transactions
  less: depreciation                                     --              0
                                                 ------------        -----
    Total adjustments                                 427,883            0

Net cash provided (used) by operating            ------------        -----
    activities                                        427,883            0


Cash flows from investment activities

Increase in Capital Contributions                  11,101,829            0
Increase in Mortgages held for sale                (8,703,339)
Increase in real estate held for inestment         (1,679,507)
                                                 ------------        -----
Net Cash provided (Used) by investment
    activities                                        718,983            0


Net Cash Increase or Decrease in Period

  Cash at start of period                                   0            0
                                                 ------------        -----
  Cash at end of period                          $    718,983        $   0
                                                 ============        =====


See accompanying accountant report.


                                       6
<PAGE>

                       Global Express Capital Real Estate
                             Investment Fund I, LLC
                          Notes to Financial Statements
                             As of December 31, 2002


Note 1 - Organization and Purpose

     Global Express Capital Real Estate Investment Fund I, LLC (the "Fund")
     filed Articles of Organization as a Limited Liability Company on November
     21, 2000 in the State of Nevada. The managing member of the Fund is Conrex
     International Financial Inc. d/b/a Global Express Capital Mortgage. The
     liability of the members shall be eliminated and limited to the maximum
     extent permitted by Section 86.271 and any other applicable section of the
     LLC law.

Note 2 - Summary of Significant Accounting Policies

     Basis of Accounting

     Global Express Capital Real Estate Investment Fund I, LLC's policy is to
     prepare its financial statements on the accrual basis of accounting. The
     fiscal year end is December 31.

     Cash and Cash Equivalents

     Cash Equivalents consist of highly liquid investments with maturities of
     three months or less when purchased.

     Summary of Non-Cash Transactions

     There were no non-cash transactions.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosures of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenue and expense during
     the reported period. Actual results could differ from those estimates.



See accompanying accountant's report.


                                       7
<PAGE>

                       Global Express Capital Real Estate
                             Investment Fund I, LLC
                    Notes to Financial Statements (Continued)
                             As of December 31, 2002


Note 2 - Summary of Significant Accounting Policies (Continued)


     Property and Equipment

     The company operates, using the assets of affiliated companies.

     Advertising

     Advertising costs are to be expensed when incurred. Advertising expenses
     for year ended December 31, 2002 are $0.00.

     Income Taxes

     The Company has elected under the Internal Revenue Code to be taxed as a
     partnership. In lieu of partnership income taxes, the Members' of the LLC
     are taxed on their proportionate share of the Company's taxable income.
     Therefore, no provision or liability for federal income taxes has been
     included in these financial statements.

     Mortgages Held for Long-term Investment

     The Fund will make direct investments in mortgage loans through origination
     purchase of entire or fractional interests. The Fund will have legal right
     to the mortgages receivable. The Fund uses the lower of cost or market
     value to determine the amount recorded for mortgages held for long-term
     investment. Any difference between the loans' carrying amount and its
     outstanding principal balance is recognized as an adjustment to interest
     income using the interest method. When the ultimate recovery of the
     carrying amount of loans is doubtful and the impairment is not considered
     to be temporary, the Fund will reduce the carrying amount of any such
     reductions and will be reported as losses. Any recovery from the new cost
     basis will be reported as a gain only at the sale, maturity, or other
     disposition of the loans. As of December 31, 2002, there have been no such
     reductions.


See accompanying accountant's report.



                                       8
<PAGE>

                       Global Express Capital Real Estate
                             Investment Fund I, LLC
                    Notes to Financial Statements (Continued)
                             As of December 31, 2002


Note 2 - Summary of Significant Accounting Policies (Continued)


     Loan Fees and Costs

     Net loan fees and costs associated with the mortgage loans held for
     investments are received by and paid by the Fund Manager. See Note 3 for
     information related to the loan fees and costs and how they are accounted
     for.

     Member Liability

     Members' rights, duties and powers are governed by the operating agreement
     of the Company. Members are not responsible for the obligations of the
     Company and will be liable only to the extent of the purchase price of the
     units, which is equivalent to the members' capital contribution. Members
     may be liable for any return of capital plus interest if necessary to
     discharge liabilities existing at the time of such return. Any cash
     distributed to members may constitute a return of capital.


     Company Term

     The Company will cease operating on December 31,2016. Prior to dissolution,
     unanimous written consent of the members or the written consent of the
     manager is required.





See accompanying accountant's report.



                                       9
<PAGE>

                       Global Express Capital Real Estate
                             Investment Fund I, LLC
                    Notes to Financial Statements (Continued)
                             As of December 31, 2002


Note 3 - Related Party Transactions

     All of the loans are expected to be originated and serviced by the Conrex
     International Financial, Inc. d/b/a Global Express Capital Mortgage, the
     Manager of the Fund. As part of this agreement, the Manager will operate
     the Fund at its own expense, which includes the servicing of the loans that
     are not delinquent, maintaining an office, reviewing loan proposals and
     preparing financial statements and tax returns. The Manager has also agreed
     to pay for the expenses of the offering, including sales commissions,
     federal and state securities registration fees, legal and accounting fees
     and printing and mailing fees.

     As part of this arrangement the Manager may receive substantial fees and
     other compensation, including charges to borrowers for originating loans,
     participations in proceeds from the sale, refinancing or other disposition
     of the real estate securing the loans after repayment of such loans and
     fees for managing or selling any property received in connection with loan
     foreclosure or workout. These charges, participations, and fees will not be
     reflected on the records of the Fund. As of December 31, 2002, there were
     no amounts related to these charges, participations and fees. The Fund is
     unable to make an estimate of these charges, participations and fees for
     the foreseeable future as of December 31, 2002. When these charges,
     participations and fees become known to the Fund, they will be properly
     disclosed in the appropriate financial statements.

Note 4 - Warrants and Options

     There are no warrants or options outstanding to acquire any additional
     shares of equity that are not disclosed in the equity section of the
     balance sheet.




See accompanying accountant's report.


                                       10

<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: April 8, 2003                  GLOBAL EXPRESS CAPITAL REAL ESTATE
                                      INVESTMENT FUND I, LLC

                                      By:  Conrex International Financial, Inc.
                                      d/b/a Global Express Capital Mortgage,
                                      its Manager


                                          /s/ Connie S. Farris
                                      -----------------------------------------
                                              Connie S. Farris
                                              President, Chief Executive and
                                              Secretary (Principal Executive
                                              Officer)

      In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the date indicated.

<TABLE>
<S>                                 <C>                                           <C>
 /s/ Connie S. Farris               President, Chief Executive Officer,           April 8, 2003
------------------------------      (Principal Executive and Financial Officer)
    Connie S. Farris                and Secretary of Manager
</TABLE>


                                       22
<PAGE>

                                 CERTIFICATIONS

I, Connie S. Farris, certify that:

1.    I have reviewed this annual report on Form 10-KSB of GLOBAL EXPRESS
      CAPITAL REAL ESTATE INVESTMENT FUND I, LLC;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could


                                       23
<PAGE>

      significantly affect internal controls subsequent to the date of our most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.


Date: April 8, 2003               By:  /s/ Connie S. Farris
                                     ------------------------------------------
                                  Connie S. Farris
                                  Chief Executive Officer, President and
                                  Secretary (Principal Executive Officer)
                                  of Conrex International Financial, Inc.
                                  d/b/a Global Express Capital Mortgage,
                                  Manager of Global Express Capital Real Estate
                                  Investment Fund I, LLC


                                       24
<PAGE>

I, Lou Ann Kicker, certify that:

1.    I have reviewed this annual report on Form 10-KSB of GLOBAL EXPRESS
      CAPITAL REAL ESTATE INVESTMENT FUND I, LLC;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation,


                                       25
<PAGE>

      including any corrective actions with regard to significant deficiencies
      and material weaknesses.

Date: April 8, 2003           By: /s/ Lou Ann Kicker
                                 -----------------------------------------------
                                   Lou Ann Kicker
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)
                                   of Conrex International Financial, Inc.
                                   d/b/a Global Express Capital Mortgage,
                                   Manager of Global Express Capital Real Estate
                                   Investment Fund I, LLC

                                       26