<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended:  December 31, 2002

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

For the transition period from_________to__________

Commission file Number 0-33493

                                PRO SQUARED, INC.
                   -------------------------------------------
                 (Name of small business issuer in its charter)

      Texas                                                    76-0686021
------------------------------------                        -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

 1770  St.  James  Place
 Suite  115,  Houston,  Texas                                  77056
-------------------------------------                       ------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (713) 622-1100

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                                      Name of exchange on
                                                           which registered

      None                                                        None
-------------------                                     -----------------------

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $0.001 Par Value
                          -----------------------------
                                (Title of Class)

     Check  whether  the issuer (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)
has been subject to such filing requirements for the past 90 days.
              Yes  X        No ____

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K [X ]

     State issuer's revenues for its most recent fiscal year:    $1,588,562.

The market value of the common stock held by non-affiliates cannot be estimated
since there is no publicly traded market for the company's shares of common
stock.

     As of April 10, 2003 there were 59,044,266 shares of common  stock,
$0.001 par value, issued and outstanding.

Transmittal Small Business Disclosure Format (check one)   Yes         No   X
                                                               ---         ---

<PAGE>
                                     PART I

Item 1. Description of Business


  This  report  includes  "forward-looking  statements" within the meaning of
Section  27A  of  the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934. For example, statements included in this report regarding
our  financial  position,  business  strategy and other plans and objectives for
future  operations, and assumptions and predictions about future product demand,
supply,  manufacturing,  costs,  marketing  and  pricing  factors  are  all
forward-looking  statements.  When  we  use  words  like "intend," "anticipate,"
"believe,"  "estimate,"  "plan"  or  "expect,"  we  are  making  forward-looking
statements.  We  believe that the assumptions and expectations reflected in such
forward-looking  statements are reasonable, based on information available to us
on  the  date  hereof,  but  we  cannot  assure  you  that these assumptions and
expectations  will  prove  to  have been correct or that we will take any action
that  we  may presently be planning. We have disclosed certain important factors
that  could  cause  our  actual  results  to  differ materially from our current
expectations  elsewhere  in  this  report.  You  should  understand  that
forward-looking  statements  made  in  this  report are necessarily qualified by
these  factors.  We  are  not  undertaking  to  publicly  update  or  revise any
forward-looking statement if we obtain new information or upon the occurrence of
future  events  or  otherwise.


<PAGE>
Overview

     Pro  Squared,  Inc.  is a Texas corporation, incorporated on July 24, 2001,
and  is  a  provider  of  (i)  project management services meaning that we teach
and/or  provide  the  processes and systems design used by companies for project
management,  project  cost  control,  project  timeline  development,  resource
utilization  and  risk  analysis  all  with  a  focus towards improving a client
company's  overall  efficiency  and  operating or financial results, and we also
provide  (ii)  technology  consulting  services  meaning that we review a client
company's  computer  systems, internal networks, computer file servers and their
capabilities  to  support  a  proposed project desired by the client company. We
also  prepare  computer  network  specifications  and  provide on-site technical
assistance with computer networks to enable the client companies to manage their
project  management systems via the Internet. Project management consulting is a
highly  specialized,  profitable  and  fragmented  market  spread across various
industries  and  governmental  entities.  With  new  technological  advances  in
software  and management training, corporations and governments are beginning to
realize the value of implementing and upgrading their project management systems
and  assessing the implementation of enterprise wide project management systems.
Our  objective  is  to  become  one of the leading project management/technology
consulting  firms.

     In  December 2001, our directors and shareholders each unanimously approved
a  forward  split  of  our  common stock such that each stockholder of record on
January  1,  2002  received  40  shares  of  common  stock  for  every one share
previously  held.  Unless  otherwise  specifically  indicated, references to our
shares  of  common  stock  throughout  this registration statement shall reflect
shares  of  our  common  stock  on  a  post-split  bases.

     On  March 26, 2003, Global Boulevard International, Inc. ("GBBV ") entered
into  an  Agreement and Plan of Reorganization, (the "Reorganization Agreement")
which  sets forth the terms and conditions of a proposed business combination of
GBBV  and  Pro  Squared,  Inc.,  a  Texas corporation, ("Pro2"). Pursuant to the
Reorganization Agreement, Pro2's shareholders exchanged 99.5% of the outstanding
shares  of Pro2, 58,754,266 shares for 49,720,500 newly issued, shares of GBBV .
Pro2  will,  as a result of such transaction, become a majority owned subsidiary
of  GBBV.  Pursuant  to the terms of the Reorganization Agreement, the shares of
GGBV  Common  Stock issued herein shall subsequently be reverse split at a 1:2.5
basis  so that the aggregate number of shares issued to the GBBV Shareholders of
49,720,500  shall  be reduced to 19,888,200 shares of GBBV Common Stock, subject
to  shareholder approval. Shareholders of the Company who exchanged their shares
of  Pro  Squared,  Inc. will own 90% of Global Boulevard International, Inc. The
Company  intends  to  provide  Pro Forma results in an amendment to its Form 8-K
filed  with  the  Commission  on  March  28,  2003.

     Our  principal executive offices are located at 1770 St. James Place, Suite
115,  Houston,  Texas  77056.  Our  telephone number is 713/622-1100 and our fax
number  is  713/622-1103.

Operations

     We  provide project management consulting and strategic business consulting
services  with  a  focus  on  consulting  activities  which include, but are not
limited  to,  project  management  consulting  and  business  strategy,  project
management  systems and network architecture, computer systems design, and value
and  segmentation analysis. When we offer  our project management services, we
teach  and/or  provide  the  techniques  used for cost control, project timeline
development,  resource  utilization  and  risk analysis all with a focus towards
improving  a  client  company's  overall  efficiency  and operating or financial
results.  Examples  of  our  consulting  work include the development of project
management  services  for  an  oil  refinery,  the  design,  configuration  and
installation of a Microsoft Project 2002 based Project Management system,and its
consistency with the business strategy of that firm, the project management of a
client's supply chain process, and a project management assessment of a client's
computer network, system architecture and operations management capabilities. We
also  provide  technology  consulting  services  meaning that we review a client
company's  computer  systems,  internal  networks  and  file  servers  and their
capabilities  to  support  a  proposed project desired by the client company. We
also  prepare  computer  network  specifications  and  provide on-site technical
assistance  with  computer  networks  so as to enable the client company to view
project  management  information  via  the Internet. We have provided design and
architecture services for the computing environment, the communications network,
software  applications,  and  all  related  human  processes  for  the  project
management  systems  of  our  clients.

<PAGE>
     While  there  exist  several  traditional  management consulting firms that
offer  services  related  to  general operating matters, we believe that we have
distinguished  ourselves  by  focusing  on  specific project management services
which  are  more  narrowly defined and specialized. By focusing our attention on
project  management  and  related  consulting  activities  we  allow our project
managers and senior level professionals to interface directly with senior client
personnel.  Generally,  our  long term project management consulting assignments
begin  with  a  detailed  assessment  of the company client's project management
processes  and  capabilities.  This provides us with a detailed understanding of
our  clients'  business  strategy,  areas where we can have the most impact, and
identifies  potential  risk.

     The project management consulting services that we undertake are performed
on  a  time-and-materials basis. The size of the professional team we
assign  to a particular project varies depending on the size of the project, the
clients'  project management maturity level, the level of automation desired and
the  stage  of  implementation. Our staff is billed out at various rates ranging
from  entry  level  at $100.00 to more than $250.00 per hour, depending upon the
level of expertise required of each individual assigned to a particular project,
and  the  overall  project  complexity.

     We  have  not  performed  turnkey  projects.  Our  staff  works  in  close
conjunction  with  client  personnel,  at the client site, on any given project.
This  partnering  with  the  client, we believe, results in a project management
knowledge transfer leaving the client new skills that are usually lacking in the
initial  client  organization. In each sector of our business, we have developed
methodologies,  processes,  software,  tools and templates which are used by our
consultants  to help improve the quality of our work. These processes help lower
the  client's  cost  of  management  implementation  and help to reduce the time
required  to  perform  the  work. We maintain a database of these methodologies,
processes,  tools,  benchmark  information  and templates, along with proposals,
project  plans and other information. This database is readily accessible by our
consultants  working  at the clients sites via the Internet. We believe that our
professionals deliver to each client engagement individualized technical skills,
experience,  industry-specific and functional experience, significant consulting
experience  and  expertise  in  the  following  areas:


ANALYSIS,  SYSTEM  INTEGRATION  AND  PROJECT  MANAGEMENT

Our  analysis  process  reviews  a  given  client's current business objectives,
operational structure, and systems architecture. We then review what added value
a  client  would  gain if such a company implemented a formal system for project
management.  We  then  develop  a  budget and prepare an outline of how a client
company  can  create,  implement  and  maintain  a management system for a given
project.  We  use  this  information  to  relate  to  the  client  their  system
functionality  and  associated  costs  to  specific  and measurable benefits. We
analyze  the  impact  of  proposed  new  technology  in financial terms, such as
internal  rate  of  return, payback, net present value, cash flow, and financial
income  statement  impact  consistent with the internal accounting procedures of
the  client.  Our  services include an assessment phase in which we evaluate the
client's current business and project management process and capability. We work
with  the  client  to  design  and  develop  an appropriate solution to meet the
client's  needs.  Our  project manager typically assumes overall initial project
management  responsibility  during  the  development  and implementation phases,
overseeing the team assembled by us (which normally consists of a combination of
our  professionals,  the  client's staff, and vendor personnel) to implement the
project  and  coordinate  the  various  hardware,  software and other components
required.



<PAGE>
SOFTWARE  PRODUCTS  EXPERTISE We provide application software and other software
products  used  to  reduce  development time and cut our clients' management and
operating costs. We are familiar with many third-party software products for the
industries  we  serve  and  on  occasion utilizes our own software tools for our
clients'  projects.  We  have  developed  a  number of methodologies, templates,
software  applications,  and  tools  which  are  used  in  various  areas of the
strategic planning, market analysis, business case, systems integration, project
management,  and  software  package  integration/implementation  aspects  of our
project  work.  These  tools  are  used to decrease the time and reduce the cost
required  to  implement  a  system,  as  well as increase reliability and reduce
client  risk  associated  with  a  particular project phase. Such tools include:

PWA2Excel.  This  tool  enables  the  users  of  MS  Project  2002  to  download
information from the Project Web Access viewer to Excel spreadsheets. This gives
users  the ability to print Project Management information in meaningful layouts
that  are  consistent  with  their  requirements.

3D  PROJECT VIEWER. This is a tool that enables the client using MS Project 2002
to  tie  in to our 3D viewer and actually view the stages of the project in a 3D
image.  It  ties  the image to the project management data enabling them to view
progress  task by task and see the real world impact of project decisions on the
computer  screen.

COMPUTER  BASED TRAINING COMPACT DISKS FOR PROJECT 2000 AND PROJECT 2002. Basic,
and  advanced  level  training  for  users of Microsoft Project 2000 and Project
Central. These lessons are available via compact disks and are user controllable
so  the  user  can  advance  at  his  own  pace.  The training material has been
sub-licensed from us for internal use by Halliburton, Inc. and Waste Management,
Inc.

With  the exception of PWA2EXCEL and the training software, these software tools
have  not  been  sold to the general public or to our client base. After further
testing  of  these products, we may initiate sales efforts in the second quarter
of  2003,  concurrent  with  the  completion  of  testing.

     No patents or trademarks have been applied for these items as of this date.

<PAGE>
CHANGE  MANAGEMENT  AND  TRAINING.  As  part  of  our  services we assist client
companies  in adapting to new processes within their organization. Specifically,
new ways of managing employees, new ways of viewing the company's objectives and
goals  and  new  ways of conducting operations. We believe that the maturity and
capability  of  the  client  organization is a critical factor in the success or
failure  of  its project management. Whether it is a package implementation or a
complex  systems  integration  project,  all  stakeholders  of  the  client  are
potentially  affected.  The  failure of the users to properly utilize the system
can  mean  the  difference  in  whether  or  not the client obtains the benefits
originally  specified  for  the  project.  Our  change  management  programs are
designed  to  ensure  the  project's  successful  implementation  by  reducing
resistance,  along  with  expanding the client's understanding and commitment to
the  change  necessitated  by  the  project.  We  offer our clients a variety of
training options in our project work. Our training programs can range from basic
"train  the  trainer"  programs  for  a  new  client  system  to  sophisticated
multi-media  computer-based and web-based training programs that can be used for
training  the  users  of the system. We have developed a comprehensive Microsoft
Project  2000  and  Project  2002  training curriculum, with outlines, examples,
lesson  plans,  etc. These training materials are owned by us and are constantly
being  refined  to  reflect  the  needs  of  clients.

     Our  services  in  the education and training area include: the analysis of
the  audience  to  be  trained; the development of executive education programs,
including  the  linkage of performance measures to project goals; development of
customized  education  courses; development of specific educational courses that
highlight  the  business processes being implemented and explain their benefits;
development  of  customized  skills  training  programs;  and development of new
policies  and  procedures and the incorporation of these into training programs.

     We  also  offer  our  clients  a variety of multi-media services focused on
training  and  communication.  These  services  delivered  through  our Creative
Delivery  Systems  include  multi-media  training systems that utilize 2D and 3D
graphics,  custom  video  and  audio,  and all levels of animation. Our Creative
Delivery  Systems also design communication and training tools with delivery via
various  media  such  as  video,  diskette, CD-ROM, the Internet or the client's
Intranet.  Our  multi-media  application  work  extends  to  the  development of
Internet  and  Intranet  applications.


<PAGE>

Marketing  and  Sales  Strategy
- ----------------------------

     We  utilize a relationship-selling model in most of our business areas. The
critical  component  in  this  selling model is our project manager. Our project
managers  are  responsible  for  growing  and enhancing client relationships. By
developing  a  thorough  knowledge  of the client's business, along with a close
working  relationship  with  the  most senior members of the client's management
team,  our  project  managers  are  able  to establish Pro Squared as a business
partner  with the client.


     By  having a detailed knowledge of the mission, vision and strategy of our
clients, we  strive  to  be  the  preferred  supplier  of project management and
business  consulting  services  to  each  client.  This  thorough  and  detailed
knowledge  of the client's business is gained through the performance of project
management assessments. Assessments are performed at the start of all consulting
assignments.  Detailed  checklists are used to ensure that all areas of a client
company are reviewed. Our staff gains knowledge about the client company through
extensive  interviews with the client and an examination of the client's project
management  tools  and  processes.

     Our  sales  organization is responsible for developing and qualifying leads
which  come  to  us  from  a  variety of sources. These sources include the cold
calling  done  by  our  sales  team;  leads  from  our  employees; contacts from
industry  research  organizations;  leads generated by attendance at conferences
and  trade  shows;  leads from marketing efforts, telemarketing and advertising;
and  referrals  from  current and former clients. We have also been advised that
effective  in  April  of  2003 we will become a "Managed Partner" with Microsoft
Corporation  in the Project Management area. This gives us access to Microsoft's
marketing  material  and  their marketing and sales personnel who interface with
the  Fortune  1000  in  delivering  Project  Management  Tools  and  Services.
Additionally,  all senior personnel are encouraged to maintain their own network
of  contacts to develop potential new business sources. We also participate in a
number  of  software  vendor and industry conferences and trade shows each year.
These  events  serve  to broaden our exposure and provide client feedback as our
senior  technical  and  management personnel participate in speaking engagements
and  other  conference  events.

We  have  developed  a  revenue  generating  strategy approach based on software
development,  consulting, integration and consolidation.  Our essential strategy
is  to  do  the  following:

1)   Complete  the  development  of  market specific project management software
     application  modules  based  on the Microsoft Project platform that improve
     communications  with  enterprise resource planning systems like Oracle, SAP
     and  Peoplesoft.

2)   Utilize  these new modules to procure new project management consulting and
     integration  contracts.

3)   Consolidate  the  highly  fragmented  project  management consulting field,
     through  the  acquisition  of  other  project  management  organizations.

4)   Continue  to  retain  the  rights  to  and  resell  new  project management
     applications  and  integration tools developed from our client assignments.

5)   Execute  strategic  alliance  agreements  with  key international companies
     targeting  project  management  software  sales, integration, installation,
     processes and training focusing on the Fortune 1000 companies. For example,
     our  "Managed  Partner"  status  with  Microsoft.

6)   Develop  and  maintain  an affinity group of project management developers,
     management  consultants  and  other  professionals  by  offering  an  open
     consulting  alliance  network, supported by training, software application,
     and  contract  consulting  work.



<PAGE>

Software  Strategy
-------------------

     1)   Platform.     We have conducted research and committed extensive time,
          ---------
energy,  and  resources  to  participating  as a member of the Microsoft Project
Partner  Group.  By  participating  as  members of the Microsoft Project Partner
Group, we keep our technical team current with the evolutionary development path
of Microsoft Project. We participate as members of the Microsoft Project Partner
Group  by  conducting  presentations and demonstrations of Microsoft's tools and
products  to  various  potential customers, as requested by Microsoft. Microsoft
Project  is  currently the most widely used project management software tool. As
more  companies and industries accept project management as a necessary business
discipline, it will become more imperative that a stable platform be established
where  developers,  managers  and  consultants have a common point of reference.

     We  pay  an annual Microsoft Project Partner fee in the amount of $1,569.63
to  be  a  partner of this group. Our Microsoft Certified Partner identification
code  is  565406.  We believe that there are over 100 Microsoft Project Partners
located  throughout  the  world.  The  Microsoft  Certified Partner Program is a
recognized,  worldwide  program  for  independent  companies  that  provide
Microsoft-based  IT services and products to corporate, government and small- or
medium-sized  businesses.  Partners  must  encompass  a broad range of technical
expertise,  including specialized disciplines such as e-commerce, networking and
collaboration.  Microsoft  Certified  Partners  must  have  at least 2 Microsoft
Certified  Professionals  on  staff  or  1  software  product  that successfully
completes  one  of  the  following software tests: designed for windows XP logo,
Windows  2000 independently verified compatible or technical integration testing
for Commerce Server 2000. As previously noted, we have been advised by Microsoft
that we have been selected as a "Managed Partner", currently there are less than
six  managed partners across the United States involved with Project Management.

     2)   Modules.     We  focus  time  and  resources  on  the
          --------
development  of  project  management  software  that  enhances  or  expands  the
capabilities  of  Microsoft  Project.  We  will  continue  to  develop  project
management  software  and  processes that improve managements ability to monitor
projects throughout  their organization. While we do not have a formal agreement
with Microsoft to develop enhancements or expansion of the Microsoft Project
software, It is our understanding that Microsoft encourages  developers  to
develop  tools  that  enhance  its  products.

    3)   Applications.  We believe that our consulting  engagements  will
         -------------
create  resale  opportunities  for  our  products  and services. We are building
project management applications to meet the needs of clients, with the intention
of  using  these  highly specialized software modules as value added premiums to
procure  future  business.  We have developers and programmers to write
project  management  programs.  Our consulting agreements generally provide that
all  data,  computer programs, systems and techniques written, invented, or made
by us in the course of offering our consulting services will be jointly owned by
us  and  the  particular  client.  We  do  not intend to incorporate proprietary
applications written from other sources in the development of our software tools
and  products.


     4)   Consulting Strategy.   Our experience has indicated that for every $1
          --------------------
spent  on  project  management  software,  an  estimated  $10  will  be spent on
consulting, training and integration. Our goal is to simultaneously leverage our
software  strategy,  to  procure high value long term consulting and integration
contracts  and  develop  a  reinforcing  distribution application loop among our
consultants  and  application  developers.

     We  have  identified and developed modules to position ourselves to address
the  five  fastest  segments of project management which are listed below. It is
our  intention  to  use  these  modules to have developers and programmers write
specific  project  management programs, with the intention of (i) reselling them
as  custom  solutions over our project management outsourcing consulting network
and  (ii)  licensing  these  new  applications on an exclusive basis to sell our
project  management  consulting  services.

We  believe  the  fastest  growing  segments  of  the  project management market
include:



<PAGE>


         1)  Improvement:     For  years,  corporations have implemented various
             ------------
operational  improvement  projects  such as business process re-engineering, ERP
systems  installation,  and  total  quality  management.  In a March 2000 survey
conducted  by  The  Boston  Consulting  Group,  of  over  one hundred executives
responsible  for  enterprise  improvement  initiatives, relatively few companies
reported  that  their initiatives had achieved significant value. In some cases,
consulting  firms are hired to identify and scope improvement opportunities, and
then  the  implementation  effort  is turned over to a company's staff. In other
cases,  secondary  consultants  specializing in specific areas are brought in to
implement  strategies  formulated  by a primary consulting firm. Because of  the
secondary  consultants  involved,  background information on how designs evolved
may  get  lost  and  the  implementation  may  not always adhere to the original
vision.

     Transformation  tools  with the right functionality can dramatically reduce
complexity  and  enhance  the  probability  of  a  company's success. First, the
project  management  tools  should  provide  alignment  and  clarity so that all
initiatives  adhere  to  the  same  vision  and  changes are managed in a timely
manner.  Improvements  in  one area must be linked to operations in other areas.
Coordination of related improvements across the various operating divisions of a
company are required in order to quickly realize the potential for optimization.
Second,  projects must be prioritized and resources properly utilized to provide
the  greatest  impact  to the enterprise. Third, knowledge reuse must enable the
sharing  of  best practices and the reduction of time-to-benefit. Fourth, a good
reporting  and monitoring mechanism is needed to keep senior management aware of
status,  decision  points  and  provide  early  warning  of  issues.

     2)  Innovate  -  Product  Development     Constant  business  innovation is
         ---------------------------------
important  for  most  companies. Product-driven organizations need to constantly
improve  and enhance their product portfolio. Companies dependent on new product
revenue  must  not  only continuously develop innovative products, but also must
complete  the  development  and market introduction in a shorter amount of time.
Most successful companies use a structured product development process to reduce
time-to  market  and  to  enable  the  application  of  a  robust  engineering
methodology. Important issues to  be  addressed  are  the  reduction  in design
iterations,  the  reuse of previous designs, adherence to company standards, and
the  readiness  of  executing  organizations  to  roll  out  and support the new
designs.

     3)  Connect  -  Collaborative  Commerce:     While e-commerce addresses the
         -----------------------------------
quantitative  aspect  of  Web-based  transactions,  "collaborative commerce", or
c-commerce,  adds an important dimension by enabling dynamic collaboration among
employees,  business  partners  and  customers throughout a trading community or
marketplace.  Studies  made  by  the  Gartner  Group show that interaction costs
account  for  about  half of all labor costs in developed economies. Interaction
can  be  both  internal  and  external  to  an  enterprise.

     External  interaction  covers  such things as searching for needed products
and  services, or better prices; monitoring the performance of vendors, partners
and  customers; and coordinating the activities of outside service providers. In
service industries, interaction costs constitute as much as 75 % of total costs.
In  most  high tech areas, they are as much as 50-60% of total costs. Challenges
in  these  projects  have  been  different levels of involvement, commitment and
ownership  of  the  project  among  the  trading  partners;  different levels of
readiness  for  process  change;  and business partners' own agendas and concern
about  their  competitiveness  in  the  community.  These  issues  can  prolong
time-to-market,  which is critical to the success of collaborative commerce.  As
a  result,  enterprises  embarking  on  c-commerce  projects  must  expand their
traditional project management approach to include business partner relationship
management,  inter-company  communication,  issue  and  problem  resolution, and
cross-enterprise  knowledge  management.




<PAGE>



     4)  Post-Merger  Integration:  Mergers  and  acquisitions  are an essential
         ------------------------
ingredient of corporate strategy. However, recent research shows that only about
half  of  these merged companies have succeeded relative to peers, and despite a
growing  body of experience, the success rate is not improving. Still, a handful
of  companies  have  demonstrated  that  high  levels  of  success can indeed be
achieved  on  a repeated basis, and this success contributes to superior overall
performance.  To  realize the strategic intent and capture the business benefits
of  the  merger or acquisition, business integration must be carefully executed.
This may be the most complex transformation initiative with many decision-making
issues:  how to resolve the differences in business models, how to manage morale
and productivity, how to capture knowledge in a fluctuating environment, and how
to  minimize  resistance to new processes and organizational changes. Successful
integrators  understand the importance of aligning the strategic and operational
goals  of  the  combining businesses. This process requires a project management
system  that  provides  structured  collaboration,  secure  user access control,
accelerated decision-making, and detailed planning and monitoring. For companies
who  are actively acquiring other companies, or who are frequent participants in
the  acquisition process, the use of these project management systems is often a
key  success  factor.

     5)  Launching  New  Ventures:     Launching  new  ventures  is an important
         ------------------------
factor  for  organizations to sustain growth and to provide a substantial return
on investment to stockholders. Recent new launches have been heavily represented
by  e-business  activity,  with  many  of  the  dot.coms  floundering,  and  the
brick-and-mortars  once  again  gaining  strength.  However,  the  competitive
landscape  has been transformed by e-business, and traditional brick-and-mortars
need to adapt to this reality to succeed. The new venture transformation process
itself  takes place in the form of new or joint ventures. In both scenarios, the
creation  of  a  new entity separate from the existing organization is the focal
point.  The  new venture is a complex undertaking and needs to be managed like a
large  and  complex  project.

     As a new company we expect to encounter the following difficulties in
achieving our business growth:

     -    Our sales cycle may be slow so that our ability to survive between
          large consulting assignments may be in question.

     -    Consulting software technology is complex and is constantly changing.
          We must maintain our relationship with Microsoft and keep our
          personnel trained and updated.

     -    Personnel resources are difficult to find and we can give no assurance
          that we will attract qualified personnel to work for us. Additionally,
          we must invest time and efforts in teaching new personnel our
          processes and procedures.

Potential  Revenue  Streams

     We  intend to capitalize on the following revenue streams that will be
developed as a result of providing project management products and services
to Fortune 1000 companies.  These may include, but not be limited to:

     -     Consulting  and  implementation  fees
     -     Software  licensing  fees
     -     Training  fees


<PAGE>

Recent Events

     On  March 26, 2003, Global Boulevard International, Inc. ("GBBV ") entered
into  an  Agreement and Plan of Reorganization, (the "Reorganization Agreement")
which  sets forth the terms and conditions of a proposed business combination of
GBBV  and  Pro  Squared,  Inc.,  a  Texas corporation, ("Pro2"). Pursuant to the
Reorganization Agreement, Pro2's shareholders exchanged 99.5% of the outstanding
shares  of Pro2, 58,754,266 shares for 49,720,500 newly issued, shares of GBBV .
Pro2  will,  as a result of such transaction, become a majority owned subsidiary
of  GBBV.  Pursuant  to the terms of the Reorganization Agreement, the shares of
GGBV  Common  Stock issued herein shall subsequently be reverse split at a 1:2.5
basis  so that the aggregate number of shares issued to the GBBV Shareholders of
49,720,500  shall  be reduced to 19,888,200 shares of GBBV Common Stock, subject
to  shareholder approval. Shareholders of the Company who exchanged their shares
of  Pro  Squared,  Inc. will own 90% of Global Boulevard International, Inc. The
Company  intends  to  provide  Pro Forma results in an amendment to its Form 8-K
filed  with  the  Commission  on  March  28,  2003.

     Pursuant  to  the  Reorganization Agreement, GBBV is also required, subject
to shareholder  approval  where  required,  to:

          -Approve  an  amendment  to GBBV's Articles of Incorporation to change
          the  corporate  name to THE PROJECT GROUP, INC., or such other name as
          may  be  mutually  agreed between GBBV and PRO. GBBV shall also comply
          with  NASD  requirements  to  allow  the  ticker symbol, "GBBV", to be
          changed  to  reflect  the  new  corporate  name.

          -Approve  and  authorize the designation of a class of Preferred Stock
          consisting of 5,000,000 shares and designate a Class A preferred stock
          in  accordance  with  the  terms  of  the  Reorganization  Agreement.

          -Approve  and authorize the designation of an Employee/Consultant 2003
          Stock  Option  Plan  and  the  registration of such plan on a Form S-8
          registration  statement.

<PAGE>

Competition

     Our  competitors in the project management arena generally include, but are
not  limited  to  the  following  companies:

*  Accenture, Inc.;
*  ABT  Corporation, with its ABT Workbench product, a subsidiary of Niku, Inc.;
*  Immedient, Inc.;
*  Artemis  Corporation,  with  its  product  Artemis  Views;
*  QuantumPM, LLP
*  OnProject.com;  and
*  Pacific  Edge  Software.

     The management consulting markets are highly competitive, and we may not be
able  to  compete  effectively.  Many  of  our  competitors  have  greater  name
recognition  and have greater financial and other resources than we have. At our
current  levels,  our competitors will likely be better capitalized with greater
abilities to compete for market share. These competitors may also be better able
to  compete  for  skilled  professionals  by  offering  them  large compensation
incentives.  In  addition,  one  or  more  of  our  competitors  may develop and
implement  methodologies  which  result  in  superior  productivity  and  price
reductions  without  adversely affecting the competitors' profit margins. Any of
these  circumstances  may  impose additional pricing pressure on us, which would
have  an  adverse  effect  on  our  revenues  and  profit  margin.

Intellectual  property

     We  do  not own any patents or trademarks and have no patents or trademarks
pending.

Employees

     Including  our  president,  Craig  Crawford, we currently have fifteen full
time  employees,  three  full  time  independent  consultants, and two part time
individuals.  We  do  not  foresee  any  significant  changes  in  the number of
employees  or  consultants  we will have over the next twelve months, unless the
growth  of  our  business  demands  it.


<PAGE>
RISK FACTORS
------------

         An investment in our common stock is speculative in nature and involves
a high degree of risk. You should carefully consider the following risks and the
other  information contained in this report. The price of our common stock could
decline  due  to  any  of  these  risks,  and you could lose all or part of your
investment.  You  also  should  refer  to the other information included in this
report,  including  the  financial  statements  and  related  notes  thereto. In
addition,  the  risks  described  below are not the only ones facing us. We have
described  only the risks we consider material. However, there may be additional
risks  that  we  view  as  not  material or of which we are not presently aware.

         If  any  of  the  events  described  below were to occur, our business,
prospects,  financial  condition  or results of operations or cash flow could be
materially  adversely  affected. When we say that something could or will have a
material adverse effect on it, we mean that it could or will have one or more of
these  effects.

Special  note  regarding  forward-looking  statements

         This  report  may  contain  certain  forward-looking  statements  and
information  relating to us that are based on beliefs and its principals as well
as  assumptions  made  by  and  information  currently  available to them. These
statements include, among other things, the discussions of our business strategy
and  expectations  concerning  our market position, future operations, expansion
opportunities,  and  profitability.  When  used  in  these  documents, the words
"anticipate,"  "feel," "believe," "estimate," "expect," "plan," and "intend" and
similar  expressions,  as  they  relate to us or our principals, are intended to
identify forward-looking statements. Such statements reflect the current view of
respecting  future  events  and are subject to certain risks, uncertainties, and
assumptions,  including  the  meaningful  and  important risks and uncertainties
noted,  particularly those related to our operations, results of operations, and
growth  strategy,  liquidity, competitive factors and pricing pressures, changes
in  legal  and  regulatory  requirements, general economic conditions, and other
factors  described  in  this  report.

An  investment in our shares involves a high degree of risk. In deciding whether
to  purchase  shares  of  our common stock,  you should  carefully  consider the
following  risk  factors,  in  addition  to other information  contained in this
registration  statement.  This  registration  statement  also  contains
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results  could  differ  materially  from  those  discussed  here.

THERE  IS  SUBSTANTIAL  DOUBT  THAT  WE  WILL  CONTINUE  AS  A  GOING  CONCERN.

     Since  our inception on July 24, 2001 through the period ended December 31,
2002,  the  Company has generated losses totaling $736,134 resulting in negative
shareholders equity of $360,854, with a working capital deficit of $406,352. The
Company  continues  to  closely  monitor  expenses versus revenues, and plans to
reduce  head-count and salaries when revenues decrease. Management believes that
reducing  general  and  administrative  expenses,  adjusting salaries to reflect
current  revenues,  and increasing revenues through improved sales efforts, will
result  in  the  Company  generating  positive  cash  flow.


<PAGE>

WE  WILL  NEED  TO  RAISE  ADDITIONAL  FUNDS  IN  THE  FUTURE FOR OUR OPERATIONS
AND  IF  WE  ARE  UNABLE TO RAISE ADDITIONAL FINANCING, WE MAY NOT  BE  ABLE  TO
SUPPORT  OUR  OPERATIONS.

     Since  our inception, we have funded  operations out of capital raised from
Investors,  as  well  as borrowings and the financing of accounts receivable. We
will  need  additional  funds  to develop our operations. We may seek additional
capital  through

          an  offering  of  our  equity  securities,
          an  offering  of  debt  securities,  or
          by  obtaining  financing  through  a  bank  or  other  entity.

We  have  not  established  a limit as to the amount of debt we may incur and we
have  not  adopted  a  ratio  of our  equity  to  a debt allowance.  If we  need
to  obtain  additional  financing, the financing may not be available  from  any
source,  or  may  not  be  available  on  terms  acceptable  to us.  Any  future
offering  of  securities  may  not  be  successful.  If  we are unable to obtain
additional  capital  when  needed  we may not be able to support our operations,
may  not be able to offer  our products and services, and may be forced to cease
doing  business.

OUR  BUSINESS  WILL  BE NEGATIVELY AFFECTED IF WE ARE NOT ABLE TO ANTICIPATE AND
KEEP  PACE  WITH  CHANGES IN TECHNOLOGY OR IF GROWTH IN THE USE OF TECHNOLOGY IN
BUSINESS  IS  NOT  AS  RAPID  AS  WE  ANTICIPATE.

     Our  success  will depend, in part, on our ability to develop and implement
management and technology solutions for our current and prospective clients that
anticipate  and  keep  pace  with rapid and continuing changes in technology and
client services. We may not be successful in anticipating or responding to these
technological  developments  on  a timely basis, if at all. Our business is  and
will be dependent, in part, upon the continued use of technology in the business
arena  by our current and prospective clients and their customers and suppliers.
If  the  growth  in  the  use  of  technology  does not continue, demand for our
software  and/or  Internet  consulting  services  may  decrease.


<PAGE>


THE  CONSULTING,  INFORMATION  TECHNOLOGY  AND  OUTSOURCING  MARKETS  ARE HIGHLY
COMPETITIVE,  AND  WE  MAY  NOT  BE  ABLE  TO  COMPETE  EFFECTIVELY.

 The  consulting,  information  technology  and  outsourcing markets in which we
operate  are highly competitive and  include a large number of participants. Our
competitors include: large accounting, consulting and other professional service
firms;  information  technology  service  providers;  service groups of computer
equipment  companies  and  other  companies  including,  but  not  limited  to:

*  Accenture, Inc.;
*  ABT  Corporation, with its ABT Workbench product, a subsidiary of Niku, Inc.;
*  Immedient, Inc.;
*  Artemis  Corporation,  with  its  product  Artemis  Views;
*  QuantumPM, LLP
*  OnProject.com;  and
*  Pacific  Edge  Software.

We  also may compete with clients themselves when a client may choose to use its
own  resources,  rather  than engage an outside firm for the types of management
and  consulting  services  we  provide.  Our  competitors  may be better able to
compete  for  skilled  professionals  by  offering  them  large  compensation
incentives.  In  addition,  one  or  more  of  our  competitors  may develop and
implement  methodologies  which  result  in  superior  productivity  and  price
reductions  without  adversely affecting the competitors' profit margins. Any of
these  circumstances  may  impose additional pricing pressure on us, which would
have  an  adverse  effect  on  our  revenues  and  profit  margin.


WE  DEPEND  ON  THE  CONTINUED  SERVICES  OF  OUR  EXECUTIVE  OFFICERS

     Our  future  success  depends  upon  the continued service of our executive
officers,  particularly,  Craig  Crawford, our chief executive officer. We do
not have written employment agreements with them for their services as officers.
Our business would be seriously harmed if we lost the services of one or more of
our  executive officers or if one or more of them decide to join a competitor or
otherwise  compete  directly  or  indirectly  with  us.


THERE  IS  NO  CURRENT  TRADING  MARKET  FOR  OUR  SECURITIES. WITHOUT A TRADING
MARKET,  PURCHASERS  OF THE SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.

     There is currently no established public trading market for our securities.
A  trading  market in our securities may never develop. If a trading market does
develop,  it  may  not be sustained for any significant time. As of March 26,
2003 we became a majority owned subsidiary of Global Boulevard International,
Inc., a company that trades on the OTC Bulletin Board under the ticker symbol
GBBV.


WE  HAVE  NEVER  PAID  DIVIDENDS  AND DO NOT ANTICIPATE PAYING DIVIDENDS FOR THE
FORESEEABLE  FUTURE.

     We  have  never  paid  dividends  on  our common stock.  Our ability to pay
dividends  on  our  shares  is limited to our ability to earn sufficient income.
Payment  of  dividends  is  subject to the discretion of our Board of Directors.
The  Board  of  Directors  has  not  formulated  a  policy  regarding payment of
dividends.  No  dividends  will  be  paid  for  the  foreseeable  future.



Item 2. Properties.

     Our  principal executive offices are located at 1770 St. James Place, Suite
155  Houston,  Texas,  77056,  which consists of approximately 1,500 square feet
which  we rent on a month to month basis for a monthly rental fee of $2,800. Our
offices are rented from a shareholder. We believe that our rented properties are
adequate  for our current and immediately foreseeable operating needs. We do not
have  any  policies  regarding  investments  in real estate, securities or other
forms  of  property.


 Item 3. Legal Proceedings.

     As of  the  date  hereof,  we  are  not  a  party  to  any  material  legal
proceedings, nor are we aware of any threatened litigation of a material nature.

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

There were no matters submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

<PAGE>
                                     PART II

Item 5. Market for Common Equity and Related Stockholders Matters.

   (A)  MARKET  PRICE.  There  is no trading market for our common stock at
present  and  there  has  been no trading market to date.  There is no assurance
that  a trading market will ever develop or, if such a market does develop, that
it  will  continue. However, our parent company, Global Boulevard International,
Inc., is listed  on  the  OTC  -  Bulletin  Board  under  the  ticker "GBBV".

        The  Securities  and  Exchange  Commission  has adopted Rule 15g-9 which
establishes  the  definition of a "penny stock," for purposes relevant to us, as
any equity security that has a market price of less than $5.00 per share or with
an  exercise  price of less than $5.00 per share, subject to certain exceptions.
For  any  transaction involving a penny stock, unless exempt, the rules require:

     (i)  that a broker or dealer approve a person's account for transactions in
penny  stocks  and

     (ii)  the broker or dealer receive from the investor a written agreement to
the  transaction,  setting forth the identity and quantity of the penny stock to
be  purchased.

        In order to approve a person's account for transactions in penny stocks,
the  broker  or  dealer  must

     (i)  obtain  financial information and investment experience and objectives
of  the  person;  and

     (ii)  make a reasonable determination that the transactions in penny stocks
are  suitable  for  that  person  and  that  person has sufficient knowledge and
experience  in  financial  matters  to  be  capable  of  evaluating the risks of
transactions  in  penny  stocks.



<PAGE>

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a  disclosure  schedule prepared by the Commission relating to the penny
stock  market,  which,  in  highlight  form,

     (i) sets forth the basis on which the broker or dealer made the suitability
determination  and

     (ii)  that  the  broker or dealer received a signed, written agreement from
the investor prior to the transaction.  Disclosure also has to be made about the
risks  of  investing  in  penny stocks in both public offerings and in secondary
trading,  and  about  commissions  payable  to  both  the  broker-dealer and the
registered  representative, current quotations for the securities and the rights
and  remedies  available  to  an  investor  in  cases  of  fraud  in penny stock
transactions.

    Finally,  monthly  statements  have  to  be  sent  disclosing  recent  price
information  for  the  penny  stock  held  in the account and information on the
limited  market  in  penny  stocks.

Shareholders

As  of  April 10, 2003, pursuant to the Reorganization agreement dated March 26,
2003, we had twenty-nine shareholders, with an aggregate of 59,044,266 shares of
common  stock  outstanding.

Dividend  Policy

         We  have  not  paid  any  dividends  on our common stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. Our Board
of  Directors  intends to follow a policy of using retained earnings, if any, to
finance  our growth. The declaration and payment of dividends in the future will
be  determined  by  our Board of Directors in light of conditions then existing,
including  our  earnings,  if any, financial condition, capital requirements and
other  factors.

Recent  Sales  of  Unregistered  Securities

     For the fourth quarter of the year ended December 31, 2002, we issued the
following shares to the following individuals:

Name:                        Shares:    Consideration:    Price/ Value:
Shukis, Pete                 50,000     Services         $ .05
Breeckner, Karyn             15,000     Services         $ .05
Rodriguez, Robert            12,000     Services         $ .05
Trevino, Crystal            100,000     Services         $ .05
Boone, Katherine             50,000     Services         $ .05
Nielsen, Claus              100,000     Services         $ .05
McTaggart, Reid              25,000     Services         $ .05
Abel, Tim                    50,000     Services         $ .05
Ponas, Jeff                  25,000     Services         $ .05
Spencer, Jeff                150,000    Services         $ .05


Effective in December 2002, as consideration for our officers and directors who
have  converted an aggregate of $64,486.31 of accrued funds owed to them into
shares of the Company's common stock, we have issued the following shares valued
at  $.05  per  share. All of such shares were subsequently exchanged for shares
of Global Boulevard International, Inc. as of March 26, 2003.

Name:                  Shares:
Crawford, Craig        74,952
McCoppin, Ray          536,942
Hanson, Sean           80,994
Winchester, John       499,296
Moebius, William       1,597,542


     All  of  such  issued  shares  are restricted. We believe such issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.


<PAGE>

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

     The  following  discussion  is  intended  to  provide  an  analysis  of our
financial  condition  and  should  be  read  in  conjunction  with our financial
statements and the notes thereto. The matters discussed in this section that are
not  historical  or  current  facts deal with potential future circumstances and
developments.  Such  forward-looking statements include, but are not limited to,
the  development plans for our growth, trends in the results of our development,
anticipated  development  plans,  operating expenses and our anticipated capital
requirements  and  capital resources. Our actual results could differ materially
from  the  results  discussed  in  the  forward-looking  statements.

For the year ended December 31, 2002

(i)  To  date  we have raised funds through the issuance of shares of our common
stock,  borrowing  and  by  factoring our accounts receivable. The funds we have
raised  to  date  have been applied towards our corporate legal fees, accounting
fees,  lease  payments  and  our  general  day  to  day  operations. The Company
continues  to  closely  monitor  expenses  versus  revenues, and plans to reduce
head-count  and  salaries  when  revenues  decrease.  Management  believes  that
reducing  general  and  administrative  expenses,  adjusting salaries to reflect
current  revenues,  and increasing revenues through improved sales efforts, will
result  in  the  Company  generating  positive  cash  flow.

Our  current  level  of  gross consulting revenues are approximately $120,000 to
$220,000  per  month.  It  is our intention to try to grow our current operating
levels  by increasing our brand name recognition through client referrals and by
offering  quality  service.  In  order  for  us  to  further develop our current
operating  levels  we  anticipate  a  need  for additional funding in the second
operating quarter of the 2003 fiscal year. We can give no assurance that we will
be  able  to maintain our current operating levels and no assurance that we will
be  able  to expand our current operating levels. We may seek additional capital
through an offering of our equity securities, an offering of debt securities, or
by obtaining financing through a bank or other entity. We have not established a
limit  as  to the amount of debt we may incur and we have not adopted a ratio of
our  equity  to a debt allowance. If we need to obtain additional financing, the
financing may not be available from any source, or may not be available on terms
acceptable  to  us.

As of December 31, 2002, we had cash available of $0 and total current assets of
$531,265. For that same period we had total current liabilities of $892,119 with
our  total  liabilities  and  shareholder's  deficit at $531,265. For the period
ended December 31, 2002 we incurred total general and administrative expenses of
$1,513,179  which included, but were not limited to, wage payments, office rent,
legal  and accounting services and general liability insurance expenses. For the
fiscal  year  ending  December 31, 2002, we have generated consulting revenue of
$1,588,562 of which the cost of sales to generate such revenue was $661,941 plus
additional expenses resulting in a net loss as of December 31, 2002 of $697,848.
We  had 52,204,983 weighted shares outstanding with a basic and diluted loss per
share  of  $0.01.

(ii) We are currently developing and testing our internal software tools such as
our

3D  Project  Viewer.  Currently in testing, and final rounds of
development with client  review.

<PAGE>
We intend to also continue to test our computer based training compact disks for
MS  Project  2002.  We  anticipate  that  testing  for  these  products  will be
completed  by  June 30, 2003. We have also  been  asked  by  Microsoft to assist
in  testing  new  version  of  their  Microsoft  Project  Software.

(iii)  We  do  not  expect  to  purchase or sell any manufacturing facilities or
significant  equipment  over  the  next  twelve  months.

(iv)  We may pursue acquisitions of other Project Management oriented businesses
and/or  businesses that have similar assets, experience and personnel located in
major  metropolitan  areas.  As  of  the date of the filing of this Report
we have no plans, proposal, arrangements or understandings regarding
any  acquisition  transactions.

Sales

Our  sales  operations primarily consists of Craig Crawford, a sales director in
Dallas,  an  inside sales support person in Atlanta and our consulting staff who
develop  and  qualify  leads  which  come to us from a variety of sources. These
sources  include  the  cold  calling  done  by  our  sales  team; leads from our
employees;  contacts  from  industry  research organizations; leads generated by
attendance  at  conferences  and  trade  shows;  leads  from  marketing efforts,
telemarketing  and  advertising;  and referrals from current and former clients.
Additionally,  all senior personnel are encouraged to maintain their own network
of  contacts  to  develop  potential  new  business  sources.

Liquidity

The  company has seen an increase in sales for the first quarter of 2003, to the
highest  average  revenue experience in our short history, an average revenue of
approximately  $160,000 per month. At this rate, with continued factoring of our
accounts  receivable  the  Company  can  generate the cash required to remain in
operations  for  at  least  the  next twelve (12) months. It is our intention to
raise  the  average revenues through focused sales efforts, and to raise capital
through  borrowings  or  an  offering  of  our  equity  securities.

Results of Operations

Consulting  revenue  increased by approximately $1,075,000, from the period July
24, 2001 to December 31, 2001, to a total of $1,588,000 for fiscal 2002. This is
a  result of having a full year of revenue over the partial year previously, new
customers, additional work for existing customers, and higher rates per hour for
our  consulting  work.

Cost  of  sales,  as  a  percentage of consulting revenue, increased by 4.4% for
fiscal  year  2002,  compared  the similar ratio for the period July 24, 2001 to
December  31, 2001. Primarily as a result of the increased use of more expensive
contract  labor and additional un-reimbursed, un-contracted services provided to
new  clients.

General and Administrative

Total General and Administrative costs increased by approximately $1,140,522 for
fiscal year 2002 to a total of $1,513,179, compared with $372,657 for the period
July 24, 2001 to December 31, 2001.

Salaries and benefits increased by approximately $730,000 for fiscal year 2002,
compared with the period July 24, 2001 to December 31, 2001. The primary factors
include the cost of a full year of operations in 2002 versus a partial year in
2001, a new sales director that increased cost approximately $200,000 for fiscal
year 2002, and additional personnel employed for increased business development
activities and technical support.

Professional and consulting fees increased to approximately $260,000 in fiscal
2002, an approximate increase of $200,000 compared with the period July 24, 2001
to December 31, 2001. This increase reflects the inclusion of a full year of
expense in 2002, including the first full year of regulatory filings, and
approximately $98,000 of fees related to the cancellation of a consulting
contract with a shareholder.

S G & A travel increased approximately $71,000 for fiscal year 2002, compared
with the period July 24, 2001 to December 31, 2001.  This dramatic increase was
the result of our intense support to Microsoft Corporation in rolling out their
new product Microsoft Project 2002 (MSP 2002) during 2002, the hiring of an
additional sales person based in Dallas, Texas, and related travel costs for
that person.  Microsoft requested that our staff present MSP 2002, due to our
deep understanding of project management; in return they referred Microsoft
clients requiring project management consulting to Pro Squared, Inc.

General and administrative - other increased approximately $120,000 from the
period July 24, 2001 to December 31, 2001, to fiscal year 2002.  This reflects a
full years expense for 2002 plus costs associated with additional administrative
personnel added during 2002 (telephone, insurance, other) and depreciation
expense on assets added during 2002.

Interest Expense increased from approximately $8,000 in fiscal year 2001, to
approximately $135,000 in fiscal year 2002.  This was a result of financing
using a factoring agreement during all of 2002, and increased revenue that
resulted in increased cost of delivering our services and the resulting finance
costs.

<PAGE>
The  Company  is  not  aware of any material trend, event or capital commitment,
which  would  potentially  adversely affect liquidity. In the event such a trend
develops,  the  Company believes that it will have sufficient funds available to
satisfy  working  capital  needs  through lines of credit and the funds expected
from  equity  sales.

OTHER:

Except  for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of  sales  of the Company's
products,  the  competitive  environment  within  the  investigative services
industry,  the  ability of the Company to continue to expand its operations, the
level  of  costs  incurred  in  connection with the Company's expansion efforts,
economic  conditions  and  the financial strength of the Company's customers and
suppliers.  Investors  are  directed  to  consider other risks and uncertainties
discussed  in  documents  filed  by the Company with the Securities and Exchange
Commission.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statement No. 143 "Accounting for Asset Retirement
Obligations".  The statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The statement is effective for the Company in
fiscal 2003.  The Company  does not expect the adoption of Statement  No. 143 to
have a  material  impact  on the  Company's  future  results  of  operations  or
financial position.

In August 2001, the FASB issued Statement No. 144 "Accounting for the Impairment
or  Disposal of Long-Lived Assets". This statement supersedes Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed of", and the accounting and reporting provisions of APB Opinion 30,
"Reporting  the  Results  of Operations - Reporting the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions",  for  the  disposal  of a segment of a business. The
statement  is  effective  for  the  Company in fiscal 2003. The Company does not
expect  the  adoption  of  Statement  No.  144  to have a material impact on the
Company's  future  results  of  operations  or  financial  position.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB Statements Nos.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections.
SFAS 145  eliminates  the  requirement  to  classify  gains and losses  from the
extinguishment  of  indebtedness  as   extraordinary,   requires  certain  lease
modifications to be treated the same as a sale-leaseback transaction,  and makes
other non-substantive technical corrections to existing pronouncements. SFAS 145
is  effective  for fiscal  years  beginning  after May 15,  2002,  with  earlier
adoption encouraged. The Company is required to adopt SFAS 145 effective January
1, 2003.  The Company does not believe that the adoption of SFAS 145 will have a
material effect on the Company's financial position,  results of operations,  or
cash flows.


<PAGE>
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or  Disposal  Activities.  SFAS  146  addresses  financial  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force ("EITF") Issue No. 94-3,  Liability  Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain  Costs  Incurred  in a  Restructuring).  SFAS  146  requires
recognition  of a  liability  for a cost  associated  with an  exit or  disposal
activity when the liability is incurred,  as opposed to when the entity  commits
to an exit plan under EITF No. 94-3. SFAS 146 is to be applied  prospectively to
exit or disposal activities  initiated after December 31, 2002. The Company does
not believe  that the  adoption  of SFAS 146 will have a material  effect on the
Company's financial position, results of operations, or cash flows.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     In December, 2001, the SEC issued a cautionary advice to elicit more
precise disclosure in this Item 7, MD&A, about accounting policies management
believes are most critical in portraying the company's financial results and in
requiring management's most difficult subjective or complex judgments. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgments and estimates.

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

     Revenue  Recognition:  Revenues  are recognized as the related services are
performed  or  the  product  is  delivered.

     Allowance  for  Doubtful Accounts: The Company extends credit only to those
customers  that  are  deemed  credit  worthy.  At  least quarterly, all accounts
receivable  are  reviewed  for  collectability  and  an  allowance  for doubtful
accounts  is  established,  if  necessary  in  Management's
opinion.

IMPACT OF INFLATION

     Inflationary factors have not had a significant effect on our operations.

<PAGE>
Item 7. Financial Statements

     Our  Financial Statements for the year ended December 31, 2002 are included
as  part  of  this  Form  10-KSB  Report  and  are  after  the  signature  page.


Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         There  were  no  changes  in  or  disagreements  with  accountants  on
accounting  and  financial  disclosure  for  the  period covered by this report.


                                    PART III

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

(a)  Identity of our current directors and executive officers.


       Name                 Age        Positions  and  Offices  Held
  -----------------        -----       -------------------------------
  Craig  Crawford           49          President, Chief Executive Officer and
  17170  St.  James  Place              Director
  Houston,  TX  77056

  William  H.  Moebius      71          Chairman and Director
  1770  St.  James  Place
  Houston,  TX  77056

  John  Winchester          55          Senior Vice President and Director
  1770  St.  James  Place
  Houston,  TX  77056

  Emmett  R. McCoppin, Sr.  46          Vice President, Chief Technology Officer
  and  Director
  1770  St.  James  Place
  Houston,  TX  77056

  Sean  Hanson              42          Director, Treasurer and Secretary
  1770  St.  James  Place
  Houston,  TX  77056

     Our directors hold office until the next annual meeting of our shareholders
or  until their successors are duly elected and qualified.  Set forth below is a
summary  description of the principal occupation and business experience of each
of  our  directors  and  executive  officers  for  at least the last five years.


<PAGE>

     Craig  Crawford,  has  served as our President, Chief Executive Officer and
Director since inception and is also an officer and director of Global Boulevard
International,  Inc.,  our  parent  company,  since March 26, 2003. Mr. Crawford
brings  over  twenty five years of experience in the management of operations in
the  process and /construction industries, marketing and finance. From July 1997
to  May  2001,  Mr.  Crawford  served  as  the  president of Genisys Information
Systems,  Inc.  a software consulting company and from 1995 to 1997 Mr. Crawford
served  as Vice President, Western Region, for IST, Inc. a $65 million specialty
welding  company  and mechanical contracting company. Prior to 1995 Mr. Crawford
was  a  Vice  President,  Western  Region, for Serv-Tech, Inc. and has served in
Senior Management positions from operations to finance at Rice University, Brown
and  Root,  Inc. and Goodwin Dannenbaum Littman and Wingfield, Inc. From 1971 to
1973  Mr.  Crawford  attended  the  Colorado  school of Mines, studying Chemical
Engineering  and  in  1975 graduated from North Carolina State University with a
BBA,  Business  Management.

     William  H.  Moebius, has served as our Chairman since inception and brings
over  40  years  of  experience  in  the  construction and management of process
facilities  worldwide.  He is also a director of Global Boulevard International,
Inc.,  our  parent  company,  since  March 26, 2003. From 1997 through 2001, Mr.
Moebius  served as a consultant for Genisys Information Systems, Inc. located in
Texas. Formerly the Vice President of construction for Coastal Corporation, from
1991  through  1997,  Mr.  Moebius  was  responsible  for millions of dollars of
successful  projects  at  coastal  facilities  internationally. Mr. Moebius also
served  in Senior Management positions, including President, in a number of well
respected  engineering and construction companies headquartered in New York, New
Jersey  and  Houston.  Mr.  Moebius  received  his Bachelor of Science degree in
Engineering  from  Yale  University  School  of  Engineering.

     John Winchester, has served as our Senior Vice President and Director since
inception  and has over thirty-two years of experience in corporate systems data
processing,  including accounting, inventory and manufacturing control in a wide
range  of  industries.  He  is  also an officer and director of Global Boulevard
International,  Inc.,  our  parent  company, since March 26, 2003. From February
2001  until  June  2001  Mr. Winchester served as a senior project manager for a
consulting  firm  located  in  Maryland.  From  1999  through February 2001, Mr.
Winchester  was  an  independent  consultant and from April 1996 through October
1999  he  served  as  the  Vice  President  of  Software Development for Genisys
Information  Systems  Inc.  Mr.  Winchester  has  trained  approximately  3,000
individuals  in  creating  and implementing project management systems including
Boeing;  Lockheed  Martin;  GE  Aircraft  engines;  Microsoft and various United
States  government  agencies.

     Emmett  R.  McCoppin,  Sr.,  has served as our Chief Technology Officer and
Director since our inception and has over sixteen years of experience developing
software  for  special  applications  within the scope of project management and
budget  tracking  systems  for  government  compliance  programs.  He is also an
officer  and  director  of  Global  Boulevard  International,  Inc.,  our parent
company,  since  March 26, 2003. From 1997 through 2001 Mr. McCoppin served as a
senior  consultant/programmer for Genisys Information Systems, Inc. From January
1997  through  April 1997 Mr. McCoppin served as a senior consultant for PMIS, a
management  consulting  and  software  company  located in California. From 1974
through  1997  Mr. McCoppin served as a project manager and network engineer for
Dupont,  Inc. located in Texas. Mr. McCoppin was trained at Lamar University and
Dupont/Conoco  to  manage server systems and LAN/WAN networks. Mr. McCoppin is a
Microsoft  Certified Professional, Novell Certified Administrator, Broadband and
Ethernet  Certified Systems Engineer, PC LAN Certified, and Microsoft SQL Server
Certified.


<PAGE>
     Sean  Hanson, has served as our Director, Treasurer and Secretary since our
inception  and  has  over  twenty  years  of  experience  in  a broad variety of
responsible  positions  planning  and  construction  process  facilities for the
petrochemical  industry.  He is also an officer and director of Global Boulevard
International,  Inc.,  our  parent  company, since March 26, 2003. From February
2001  through  July  2001  Mr. Hanson served as the senior project manager for a
consulting  firm,  located in Maryland, from 1997 through 2001 Mr. Hanson served
as  the  Director  of  Project Management for Genisys Information Systems, Inc.,
located  in  Texas,  and  from 1996 through 1997 Mr. Hanson served as the Senior
Planning  Manager  for  Basis  Petroleum,  Inc.,  located  in  Houston.  He  has
functioned  as Project Manger, Senior Planner, Senior Consultant on a variety of
large  projects  ranging  from  refineries  in  Aruba,  to  the re-design of the
Internal  Revenue  Service's  computer  system.  From  1983  to  1984 Mr. Hanson
attended  Sawyer  Business  College.

Involvement  in  Certain  Legal  Proceedings

      We  are  not  aware  of  any material legal proceedings that have occurred
within the past five years concerning any director, director nominee, or control
person  which  involved  a criminal conviction, a pending criminal proceeding, a
pending  or  concluded  administrative  or  civil  proceeding  limiting  one's
participation  in  the  securities  or  banking  industries,  or  a  finding  of
securities  or  commodities  law  violations.

<PAGE>
Executive Officers

     All of our  executive officers also serve as our directors.  The
executive officers serve at the pleasure of our board of directors and our chief
executive officer.


Item 10.    Executive Compensation.

     The officers or directors that have received or earned any compensation or
bonus in excess of $100,000 for services rendered in fiscal year 2000, 2001 or
2002 are listed below.

     The  following  table  sets  forth  information  concerning  the  total
compensation  that  we  have  paid  or  accrued on behalf of our chief executive
officer  since  our  inception.

                           SUMMARY  COMPENSATION  TABLE
                             Long-Term  Compensation
                          -----------------------------
         Annual  Compensation                 Awards        Payouts
        ---------------------                ------        -------
Name  and                             Restricted
Principal                            Stock
Position(s)        Year    Salary($)  Bonus($)  Other($)  Awards(#  shares)
                                              Compensation
Craig  Crawford     2001                      $49,165
President           2002   118,320.   74,952 (1)

(1) Such shares were issued to Mr. Crawford as reimbursement for expenditures in
the amount of $3747.60 for the fiscal year ended December 31, 2002.

We  do  not maintain key-man life insurance for any of our executive officers or
directors.

We  do  not  have  any  long  term  compensation  plans  or  stock option plans.

Compensation of Directors

     During the fiscal year ending December 31,  2002,  other than as described
herein,  no other officer or director received any type of compensation from our
Company for serving as such. No  arrangements  are presently in place  regarding
compensation  to directors  for their  services as  directors  or for  committee
participation or special assignments.

<PAGE>
Item 11.  Security Ownership of Certain Beneficial Owners and Management.


         The  following  table  sets forth certain information as of the date of
this  Report regarding the beneficial ownership of our common stock held by each
of our executive officers and directors, individually and as a group and by each
person  who  beneficially  owns  in  excess of five percent of the common stock.

     The following table sets forth each person known by us to be the beneficial
owner  of  five  percent or more of our common stock, all directors individually
and  all of our directors and officers as a group.  Except as noted, each person
has  sole  voting  and  investment  power  with  respect  to  the  shares shown.

     Our  directors and shareholders unanimously approved a forward split of our
common stock such that each stockholder of record on January 1, 2002 received 40
shares  of common stock for every one share previously held. The following table
is  based  upon  a  post forward split calculation of ownership of shares of our
common  stock.

     On  March 26, 2003, Global Boulevard International, Inc. ("GBBV ") entered
into  an  Agreement and Plan of Reorganization, (the "Reorganization Agreement")
which  sets forth the terms and conditions of a proposed business combination of
GBBV  and  Pro  Squared,  Inc.,  a  Texas corporation, ("Pro2"). Pursuant to the
Reorganization Agreement, Pro2's shareholders exchanged 99.5% of the outstanding
shares  of Pro2, 58,754,266 shares for 49,720,500 newly issued, shares of GBBV .
Pro2  will,  as a result of such transaction, become a majority owned subsidiary
of  GBBV.  Pursuant  to the terms of the Reorganization Agreement, the shares of
GGBV  Common  Stock issued herein shall subsequently be reverse split at a 1:2.5
basis  so that the aggregate number of shares issued to the GBBV Shareholders of
49,720,500  shall  be reduced to 19,888,200 shares of GBBV Common Stock, subject
to  shareholder  approval.




<PAGE>
Name  and  Address            Amount  of  Beneficial   Percentage  of
of  Beneficial  Owner              Ownership(1)          Class(2)
-------------------------    --------------------   -------------------
Craig  Crawford                      0                      0
1170  St.  James  Place
Houston,  TX  77056

William  H.  Moebius                 0                      0
1770  St.  James  Place
Houston,  TX  77056

John  Winchester                     0                      0
1770  St.  James  Place
Houston,  TX  77056

Emmett  R.  McCoppin,  Sr.           0                      0
1770  St.  James  Place
Houston,  TX  77056

Sean  Hanson                         0                      0
1770  St.  James  Place
Houston,  TX  77056

Global Boulevard International
Inc.                               58,754,266              99.5%

Directors  and  officers
as  a  Group  (5)                    0                      0

____________
(1)  The  number  of shares of common stock beneficially owned by each person or
entity  is determined under the rules promulgated by the SEC. Under those rules,
beneficial  ownership  includes  any shares as to which the person or entity has
sole  or shared voting power or investment power and shares which that person or
entity  has  the  right  to acquire within sixty days after April 10, 2003. The
inclusion  in  this  section  of  any  shares deemed beneficially owned does not
constitute  an admission by that person of beneficial ownership of those shares.

(2)  Such  figures  are  based  on  59,044,266  shares of our
common  stock  issued  and  outstanding  as  of April 10, 2003.


<PAGE>
Item 12. Certain Relationships and Related Transactions.

     Our  principal  executive  offices  are  located  at  1770 St. James Place,
Houston,  Texas,  77056,  which  we rent on a month to month basis for a monthly
rental  fee  of  $2,800 from a shareholder.

Effective  December  1, 2002, the Company canceled a consulting agreement with a
sales  director  and  agreed to pay $3,000 per month for a period of 13 months,
and  $600  per  month  for  a  period of 45 months starting December 1, 2002, as
payment  for  all consulting fees owed to the consultant. The agreement does not
have  a  stated  interest  rate;  however, using an imputed interest rate of 18%
results  in  an  immaterial  amount.

On  June 12, 2002, the Company entered into an unsecured note payable of $15,000
with  one of its shareholders, William Moebius. Under the terms of the note, the
stated interest rate was 18% with a due date of December 31, 2002. Per the note,
the  shareholder  had the right to convert the debt into 1,575,000 common shares
of  the  Company  should  the  note not be paid by the due date. On December 31,
2002,  the  note  payable  was  converted  into  1,500,000  common shares of the
Company.

On  June  28, 2002 the Company entered into a secured promissory note payable of
$50,000  with  a shareholder of the Company. The notes bears interest at 18% and
is  payable  in twelve (12) monthly installments with the final payment due June
28,  2003.  The note is secured by the assets of the Company and by Stock Pledge
Agreements by certain of the founding shareholders of the Company pledging their
stock  in  the  Company.  The  payments  due  under  this  note  are  current.

On  December  31,  2002,  the  Company entered into a promissory note payable of
$98,000  with  a  shareholder of the Company, as payment owed in connection with
the  buy-out  of a consulting agreement originally dated June 15, 2001. The note
does not have a stated interest rate; however, using an imputed interest rate of
18%  results  in  an  immaterial  amount. The face amount is due on December 31,
2003.  Additionally, the holder has the right to convert the note into 4,900,000
shares  of  the  Company's Common Stock to be registered on demand on a Form S-8
and shall also be issued on demand (b) three year warrants to purchase 1,250,000
shares  of  the  Company's  Common  Stock exercisable at $.10 per share; and (c)
three  year  warrants to purchase 1,250,000 shares of the Company's Common Stock
exercisable  at  $.20  per  share.

Subsequent  to  December 31, 2002, and in connection with the Company becoming a
subsidiary of Global Boulevard International, Inc., the officers and directors
have  exchanged  their  shares  of  the  Company  for shares of Global Boulevard
International, Inc. Pursuant to the agreement dated March 26, 2003, the officers
and  directors of the Company, who are also the officers and directors of Global
Boulevard  International,  Inc., shall be granted an option of converting all of
their GBBV Common Stock into a designated class of Class A preferred shares that
will  offer voting rights identical to those rights of holders of common shares.
The  right  of  the  foregoing individuals to convert all of their shares of PRO
Common  Stock,  an  aggregate  of  36,289,766  shares,  into  shares  of Class A
preferred  stock  shall  vest  2 business days after GBBV files a certificate of
amendment  with the State of Nevada to designate such class of preferred shares.
Such  Class  A  preferred stock will be convertible beginning TWO (2) years from
the  date of issuance and, if and when converted, shall be converted into shares
of  GBBV  Common  Stock  based  on the total number of shares of the GBBV Common
Stock  issued  and  outstanding on the conversion date such that the issuance of
GBBV  Common Stock to the holder shall represent, on a pro rata basis, 59.38% of
GBBV's Common Stock then outstanding after such conversion has taken place. Such
Class  A  preferred  shares  shall  have  voting rights equal to an aggregate of
59.38%  of  the  total  shares  outstanding  of GBBV Common Stock, on a pro rata
basis.

ITEM 13.  CONTROLS AND PROCEDURES

     (a)     Evaluation of Disclosure Controls and Procedures.
             ------------------------------------------------

     Within the 90 days prior to the date of this Annual Report for the year
ended December 31, 2002, we carried out an evaluation, under the supervision and
with the participation of our management, including the company's Chairman and
Chief Executive Officer and the Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to the company (including our consolidated
subsidiaries) required to be included in the company's period SEC filings.

     (b)     Changes in Internal Control.
             ---------------------------

     Subsequent to the date of such evaluation as described in subparagraph (a)
above, there were no significant changes in our internal controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

Item 14. Exhibits and Reports on Form 8-K.

     (a) Exhibits

Exhibit
Number    Description
--------  ---------------------
<TABLE>
<CAPTION>
<S>             <C>

2.1     Agreement and Plan of Reorganization dated March 26, 2003, among Global
        Boulevard International, Inc., Pro Squared, Inc. and certain stockholders
        of Pro Squared, Inc. filed as an exhibit to the Company's Form 8-K on
        March 28, 2003.

3.1     Certificate  and  Articles  of  Incorporation  of  Pro  Squared, Inc.
        filed as an Exhibit to the Company's Form 10-SB filed with the
        Commission on January 11, 2002 and incorporated herein by reference.

3.2     Amended  Certificate  of  Incorporation  of  Pro  Squared,  Inc.
        filed as an Exhibit to the Company's Form 10-SB filed with the
        Commission on January 11, 2002 and incorporated herein by reference.

3.3     Bylaws  of  Pro  Squared,  Inc. filed as an Exhibit to the
        Company's Form 10-SB filed with the Commission
        on January 11, 2002 and incorporated herein by reference.

3.4     Stock  Specimen  of  Pro  Squared,  Inc. filed as an Exhibit to the
        Company's Form 10-SB filed with the Commission on January 11, 2002
        and incorporated herein by reference.

10.1    Agreement  between Pro Squared, inc. and Ben Barnes dated July 31, 2001
        filed as an Exhibit to the Company's Form 10-SB filed with the
        Commission on January 11, 2002 and incorporated herein by reference.

10.2    Purchase and Sale agreement between the Company and Corporate
        Strategies, LLC dated October 8, 2001 filed as an Exhibit to the
        Company's Form 10-SB/A filed with the Commission on March 12, 2002
        and incorporated herein by reference.

10.3    Security agreement between the Company and Corporate Strategies,
        LLC dated October 8, 2001 filed as an Exhibit to the Company's Form
        10-SB/A filed with the Commission on March 12, 2002 and incorporated
        herein by reference.


     (b) Reports on Form 8-K.

     The  Company  did  not  file  a  Current  Report on Form 8-K for the fourth
     quarter  ended  December  31,  2002. However, subsequent to the 2002 fiscal
     year  end,  the  Company  filed a Form 8-K with the Commission on March 28,
     2003  regarding  a  change  of  control.

</TABLE>
<PAGE>

                                   SIGNATURES



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


                                        PRO SQUARED, INC.

Date: April 11, 2003                By:  /s/  Craig  Crawford
                                        ---------------
                                        Craig  Crawford
                                        President  and  Chief  Executive Officer
                                        Principal Executive Officer and
                                        Principal Accounting Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated.


<TABLE>
<CAPTION>
<S>                                 <C>                                     <C>
Name                               Title                                     Date
/s/  Craig  Crawford
-------------------------                                                April 11, 2003
  Craig  Crawford                    President, Chief Executive
                                     Officer and Director
/s/   William  H.  Moebius
-------------------------
  William  H.  Moebius               Chairman and Director                April 11, 2003

/s/   John  Winchester
-------------------------
  John  Winchester                   Senior Vice President and Director   April 11, 2003

/s/ Emmett  R. McCoppin, Sr.
-------------------------
  Emmett  R. McCoppin, Sr.           Vice President, Chief Technology     April 11, 2003
                                     Officer  and  Director
/s/   Sean  Hanson
-------------------------
  Sean  Hanson                       Director, Treasurer and Secretary    April 11, 2003


</TABLE>
<PAGE>


                                TABLE OF CONTENTS

                                                        PAGE


Independent Auditor's Report                             F-1

Balance Sheet as of December 31, 2002                    F-2

Statements of Income for the Period from
Inception (July 24, 2001) to December 31, 2001 and for
the Year ended December 31, 2002                         F-3

Statements of Shareholders' Deficit for the Period from
Inception (July 24, 2001) to December 31, 2001 and for
the Year ended December 31, 2002                         F-4

Statements of Cash Flow for the Period from
Inception (July 24, 2001) to December 31, 2001 and for
the Year ended December 31, 2002                         F-5

Notes To The Financial Statements                        F-6 to F-13


                                      F-1
<PAGE>
                                PRO SQUARED, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                        ASSETS

CURRENT ASSETS
Cash                                                                  $    --
Accounts receivable, net of reserve of $13,000                          429,133
Unbilled receivable                                                      32,118
Prepaid expense and other current assets                                 24,516
                                                                      ---------

Total current assets                                                    485,767
                                                                      ---------

Computers and equipment, net                                             13,453
Software development, net                                                32,045
                                                                      ---------

TOTAL ASSETS                                                          $ 531,265
                                                                      =========

                         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank overdraft                                                        $   8,887
Accounts payable                                                        172,518
   Accrued liabilities                                                  155,409
   Deferred revenue                                                      37,975
   Note payable                                                         359,263
   Note payable to shareholders                                         133,007
   Accrued interest payable                                              25,060
                                                                      ---------

   Total current liabilities                                            892,119
                                                                      ---------

SHAREHOLDERS' DEFICIT
Common stock, par value $.001, 200,000,000
      shares authorized, 59,044,266 shares issued
      and outstanding                                                    59,044
Paid-in capital                                                         318,845
Accumulated deficit                                                    (736,134)
                                                                      ---------

                                                                       (358,245)
 Subscription receivable for common stock                                (2,609)
                                                                      ---------

Total shareholders' deficit                                           (360,854)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                          $ 531,265
                                                                      =========



   The accompanying notes are an integral part of these financial statements.
                                      F-2
<PAGE>
                                PRO SQUARED, INC.
                STATEMENTS OF LOSS FOR THE PERIOD FROM INCEPTION
                  (JULY 24, 2001) TO DECEMBER 31, 2001 AND FOR
                        THE YEAR ENDED DECEMBER 31, 2002



                                                           2002         2001
                                                   ------------    ------------

CONSULTING REVENUE                                 $  1,588,562    $    513,863

COST OF CONSULTING REVENUE                              661,941         191,701
                                                   ------------    ------------

GROSS PROFIT                                            926,621         322,162
                                                   ------------    ------------

GENERAL AND ADMINISTRATIVE
Salaries and benefits                                   907,063         175,672
Professional and consulting fees                        260,380          55,304
Bad debt expense                                         93,264          81,391
Travel and entertainment                                 82,125          10,813
General and administrative, other                       170,347          49,477
                                                   ------------    ------------

Total expenses                                        1,513,179         372,657
                                                   ------------    ------------

Loss from operations                                   (586,558)        (50,495)

OTHER INCOME (EXPENSE)
Interest expense                                       (136,352)         (8,151)
Interest income                                            --             1,482
Recovery of receivables previously written off           20,929            --
                                                   ------------    ------------

Loss before income taxes                               (701,981)        (57,164)

INCOME TAX PROVISION                                      4,133          18,878
                                                   ------------    ------------

Net loss                                           $   (697,848)   $    (38,286)
                                                   ============    ============

Basic and diluted loss per share                   $      (0.01)   $      (0.00)
                                                   ============    ============

Basic weighted average shares outstanding            52,204,983      30,330,785
                                                   ============    ============

   The accompanying notes are an integral part of these financial statements.
                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                PRO SQUARED, INC
                STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE PERIOD
               FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
                                                                Paid                    Stock
                                           Common Stock          In       Retained   Subscription
                                      Shares      Amount      Capital     Earnings   Receivable   Total
                                     ---------- ----------   ----------   ---------- ---------- --------
<S>                                   <C>            <C>           <C>          <C>         <C>     <C>

Balance at inception, July 24, 2001       --     $     --     $     --     $     --      $  --    $  --

Stock issued for net assets          7,360,400        7,360       14,259         --         --    21,619
Shareholders' loans converted to
   stock                             7,963,200        7,963        4,537         --         --    12,500
Payable to shareholders converted
   to stock                         12,926,440       12,927           73         --         --    13,000
Stock subscribed for                 3,540,000        3,540       14,160         --      (17,700)     --
Stock issued at fair market value      180,000          180          720         --         --       900
Stock issued for cash               12,780,000       12,780       24,055         --         --    36,835
Net loss                                    --           --           --        (38,286)    --  (38,286)
                                    ----------   ----------   ----------   ----------  -------- --------

Balance at December 31, 2001        44,750,040       44,750       57,804      (38,286)   (17,700) 46,568
                                    ----------   ----------   ----------   ----------  --------- -------

Stock issued for services            1,640,000        1,640       80,336         --         --    81,976
Shareholders' loans converted to
   stock                             1,500,000        1,500       13,500         --         --    15,000
Payable to shareholders converted
   to stock                         10,069,226       10,069      123,790         --         --    33,859
Stock issued for cash                1,085,000        1,085       43,415         --         --    44,500
Cash received                               --           --           --         --      11,250   11,250
Reduction in accounts payable               --           --           --         --       3,841    3,841
Net loss                                    --           --           --     (697,848)      -- (697,848)
                                     ----------   ----------   ----------   ----------  ------- --------

Balance at December 31, 2002        59,044,266   $   59,044   $  318,845   $(736,134) $(2,609)$(360,854)
                                    ==========   ==========   ==========   ==========  =======  ========

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                                PRO SQUARED, INC.
                            STATEMENTS OF CASH FLOWS
                FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO
           DECEMBER 31, 2001 AND FOR THE YEAR ENDED DECEMBER 31, 2002

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

OPERATING ACTIVITIES
    Net loss                                                               $(697,848)   $ (38,286)
    Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization                                          $  14,637    $    --
    Stock issued for services                                                 81,976         --
    Payables converted to stock                                              133,859         --
    Consulting agreement settlements                                         164,000         --
    (Increase) decrease in assets:
Accounts receivable                                                         (338,419)      (4,345)
Unbilled receivable                                                            9,999       34,552
Note receivable                                                               65,285      (65,285)
Prepaid expense and other current assets                                      (4,236)      (7,061)
    Increase (decrease) in liabilities:
Accounts payable and deferred revenue                                        200,197       (7,673)
Accrued liabilities and interest payable                                     (68,475)      88,613
Income taxes                                                                  (4,133)     (18,878)
Other                                                                           --            900
                                                                           ---------    ---------

Net cash used in operating activities                                       (443,158)     (17,463)
                                                                           ---------    ---------

 INVESTING ACTIVITIES
    Purchase of fixed assets                                                 (60,135)        --
    Cash acquired in tax-free exchange                                          --          1,505
                                                                           ---------    ---------

Net cash (used in) provided by investing activities                          (60,135)       1,505
                                                                           ---------    ---------

FINANCING ACTIVITIES
    Proceeds from shareholder loans                                           65,000         --
    Payment of notes payable to shareholder                                  (14,993)     (18,556)
    Checks drawn in excess of bank balances                                    8,887         --
    Proceeds from issuance of common stock                                    44,500       63,900
    Net proceeds from issuance of note payable                               311,009       48,254
    Stock subscriptions received                                              11,250         --
                                                                           ---------    ---------

Net cash provided by financing activities                                    425,653       93,598
                                                                           ---------    ---------

INCREASE (DECREASE) IN CASH                                                  (77,640)      77,640
CASH AT BEGINNING OF PERIOD                                                   77,640         --
                                                                           ---------    ---------
CASH AT END OF PERIOD                                                      $    --      $  77,640
                                                                           =========    =========

SUPPLEMENTAL INFORMATION
    Interest paid                                                            111,593        8,151
    Assets and related liabilities received in
    a tax free exchange:
        Assets, net                                                             --        177,762
        Liabilities                                                             --        162,643
    Common stock issued:
        In exchange for payables to shareholders                             133,859       19,500
        In exchange for shareholders' loans                                   15,000       12,500
        For subscriptions receivable                                            --         17,700
        For fair market value                                                   --            900
        For services                                                          81,976         --
    Conversion of consulting contract to note payable                         98,000         --
    Payable from consulting agreement settlement                              66,000         --
    Reduction in subscriptions receivable                                      3,841         --
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------



1.  ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND ORGANIZATION

Pro  Squared,  Inc.  (the  "Company")  was  organized on July 24, 2001 and began
operations effective August 1, 2001. The Company provides project management and
integration consulting services throughout the United States.

Effective  August 1, 2001,  the Company  acquired  its initial  assets,  assumed
contracts,   related   liabilities,   and  continued  the  operations  from  the
acquisition  of Craig Crawford  d.b.a.  Pro2, a  proprietorship  in exchange for
stock of the Company in a tax-free  exchange under Internal Revenue Code Section
351. The Company  received  $177,762 of net assets and $162,643 of  liabilities.
The net assets were  recorded at  proprietor's  cost,  which  approximated  fair
market value.  The proprietor  also converted  $6,500 of monies due him from the
Company  into Common  Stock.  The  consulting  agreements  discussed in Note 5 -
Commitments  and  Contingencies  were assigned to the Company at the date of the
tax-free exchange.

BASIS OF PRESENTATION

The  financial  statements  have been  prepared in  accordance  with  accounting
principles generally accepted in the United States of America.

REVENUE RECOGNITION

Consulting revenue is recognized as services are performed.  Contracts are based
on hourly  rates,  are  cancelable by either party and do not contain any refund
provisions.  The Company does not have any fixed price long-term contracts.  The
Company  believes that revenue is recorded in  accordance  with  Securities  and
Exchange Commission Staff Accounting Bulletin 101, "Revenue Recognition."

CASH AND CASH EQUIVALENTS

For  purposes  of the  statement  of  cash  flows,  the  Company  considers  all
short-term securities purchased with maturity of three months or less to be cash
equivalents.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at cost  and are  depreciated  using  the
straight-line  method over the  estimated  useful  lives of the  assets,  or the
shorter of the useful lives.  Routine repairs and maintenance  costs are charged
to  operations  as  incurred  while the costs of  significant  improvements  are
capitalized.  The major  class of  property  and  equipment  was  computers  and
equipment of $17,455.  Depreciation expense and accumulated depreciation for the
year ended December 31, 2002 was $4,002.

                                      F-6

<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------




1. ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INTANGIBLES

The Company has adopted  Statements  of Financial  Accounting  Standards No. 142
"Goodwill  and Other  Intangible  Assets."  Intangibles  consisted  primarily of
software  development  in  the  amount  of  $55,187.  Amortization  expense  and
accumulated  amortization  for the year ended  December 31, 2002 was $10,635 and
amortization  expense in each of the next three  years on these  intangibles  is
estimated to be $18,400.

INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes," which requires an asset and liability  approach to financial  accounting
and reporting for income taxes. The difference  between the financial  statement
and tax basis of assets and liabilities is determined annually.  Deferred income
tax assets and liabilities are computed for those  differences  that have future
tax  consequences  using the currently  enacted tax laws and rates that apply to
the  periods in which they are  expected  to affect  taxable  income.  Valuation
allowances are  established,  if necessary,  to reduce the deferred tax asset to
the amount that will assure full realization.  Income tax expense is the current
tax  payable or  refundable  for the period  plus or minus the net change in the
deferred tax assets and liabilities.

STOCK-BASED COMPENSATION

Stock  compensation   expense  for  stock  granted  to  non-employees  has  been
determined  in  accordance  with SFAS 123 and the  Emerging  Issues  Task  Force
consensus in Issue No. 96-18, "Accounting for Equity Instruments that are Issued
to Other than Employees for Acquiring,  or in Conjunction with Selling, Goods or
Services" ("EITF 96-18"), as the fair value of the consideration received or the
fair value of the equity instruments issued whichever is more reliably measured.

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  disclosure.  Accordingly,  actual results
could differ from those estimates.

RECLASSIFICATIONS

Certain  reclassifications  were  made to  previously  reported  amounts  in the
accompanying  financial  statement  and notes to make them  consistent  with the
current year presentation format.

                                      F-7
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------



1. ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Consulting  revenues are derived from various  customers  who  generally are not
required to provide collateral for amounts owed to the Company and are dispersed
over a wide geographic area.

For the year ended December 31, 2002 and 2001, the following customers accounted
for revenues greater than 10%:

                                         2002                2001
                                         ----                ----
Customer A                                  -                 57%
Customer B                                23%                 29%
Customer C                                 8%                 12%
Customer D                                21%                  -

No other customers  accounted for more than 10% of revenue during the years then
ended.

NET LOSS PER SHARE

Basic loss per share is computed by dividing  the net loss  available  to common
shareholders  by the weighted  average of common shares  outstanding  during the
year. Diluted per share amounts assume the conversion,  exercise, or issuance of
all  potential  common  stock  instruments  unless the effect is  anti-dilutive,
thereby  reducing  the loss or  increasing  the  income  per  common  share.  As
described in Note 5, at December 31, 2002, the Company had outstanding the right
to purchase  1,000,000  and  2,500,000  shares of Common Stock under options and
warrants,  respectively,  at a weighted  average exercise price of approximately
$.161. However,  because the Company  incurred  losses in 2002, the inclusion of
those potential common shares in the calculation of diluted loss per share would
have an  anti-dilutive  effect,  therefore,  basic and diluted per share amounts
were the same in 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statement No. 143 "Accounting for Asset Retirement
Obligations".  The statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The statement is effective for the Company in
fiscal 2003.  The Company  does not expect the adoption of Statement  No. 143 to
have a  material  impact  on the  Company's  future  results  of  operations  or
financial position.

In August 2001, the FASB issued Statement No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets".  This statement supersedes Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be

                                      F-8
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------




1. ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

 Disposed of", and the accounting and reporting provisions  of APB  Opinion 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions",  for the  disposal  of a segment of a  business.  The
statement  is  effective  for the Company in fiscal  2003.  The Company does not
expect the  adoption  of  Statement  No.  144 to have a  material  impact on the
Company's future results of operations or financial position.

In April 2002, the FASB issued SFAS No. 145,  Rescission of FASB Statements Nos.
4, 44, and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections.
SFAS 145  eliminates  the  requirement  to  classify  gains and losses  from the
extinguishment  of  indebtedness  as   extraordinary,   requires  certain  lease
modifications to be treated the same as a sale-leaseback transaction,  and makes
other non-substantive technical corrections to existing pronouncements. SFAS 145
is  effective  for fiscal  years  beginning  after May 15,  2002,  with  earlier
adoption encouraged. The Company is required to adopt SFAS 145 effective January
1, 2003.  The Company does not believe that the adoption of SFAS 145 will have a
material effect on the Company's financial position,  results of operations,  or
cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or  Disposal  Activities.  SFAS  146  addresses  financial  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force ("EITF") Issue No. 94-3,  Liability  Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain  Costs  Incurred  in a  Restructuring).  SFAS  146  requires
recognition  of a  liability  for a cost  associated  with an  exit or  disposal
activity when the liability is incurred,  as opposed to when the entity  commits
to an exit plan under EITF No. 94-3. SFAS 146 is to be applied  prospectively to
exit or disposal activities  initiated after December 31, 2002. The Company does
not believe  that the  adoption  of SFAS 146 will have a material  effect on the
Company's financial position, results of operations, or cash flows.

GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business. However, the Company has suffered recurring losses from operations and
is experiencing  cash flow problems.  This raises questions as to the ability of
the Company to expand as its customers require additional  service.  The Company
is pursing a strategy to raise  sufficient  capital through loans and/or private
securities offerings.

                                      F-9
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------
2.  ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

On October 9, 2002,  the Company  entered into an accounts  receivable  purchase
agreement  with a  shareholder  (Factor).  The agreement  allows for  acceptable
accounts  receivable to be sold and assigned to the Factor.  The Factor may then
hold back payment of an amount  equal to 10-20  percent of the gross face amount
sold.  At December  31,  2002,  the  outstanding  accounts  receivable  sold was
$398,420 and the related note payable was $359,263.  Under the arrangement,  the
Company pays a fee of 3-10% of the accounts  receivable sold,  depending on when
the  receivable is collected by the Factor and  approximates a 41% interest rate
on the  outstanding  balance.  The Company  sells a  significant  portion of its
accounts  receivable  and  collects  the  remainder  in the  ordinary  course of
business.

3.  LEASE

The Company leases its office space under a  month-to-month  agreement of $1,500
per month with a shareholder. Rental expense under the agreement was $18,000 and
$7,500, respectively, for the years ended December 31, 2002 and 2001.

4.   INCOME TAXES

The following table sets forth a reconciliation  of the statutory federal income
tax for the years ended December 31, 2002 and 2001.

                                                      2002         2001
                                                 ---------    ---------

Loss before income taxes                         $(701,981)   $ (57,164
                                                 =========    =========
Income tax benefit computed at statutory rates   $(238,674)   $ (19,436
Permanent differences, nondeductible expenses        1,558          558
Increase in valuation allowance                    245,691         --
Other                                              (12,708)        --
                                                 ---------    ---------

Tax Benefit                                      $  (4,133)   $ (18,878
                                                 =========    =========


No federal  income taxes have been paid since the inception of the Company.  The
Company has a net operating loss carry forward of  approximately  $800,900 which
will expire in 2021 through 2022.

DEFERRED INCOME TAXES

The tax effects of the temporary  differences between financial statement income
and  taxable  income  are  recognized  as a  deferred  tax asset and  liability.
Significant  components  of the deferred tax asset and  liability as of December
31, 2002 and 2001 are set out below.


                                      F-10
<PAGE>
                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------

4.   INCOME TAXES (CONTINUED)

DEFERRED INCOME TAXES (CONTINUED)
<TABLE>
<CAPTION>

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

    DEFERRED TAX ASSETS
        Net operating loss carry forwards                     $ 272,318    $   8,706
        Valuation allowance                                    (245,691)        --
                                                              ---------    ---------
    Total deferred tax asset                                     26,627        8,706

    DEFERRED TAX LIABILITY
        Conversion to cash basis for tax reporting purposes      26,627       12,839
                                                              ---------    ---------
    Net deferred tax liability                                $    --      $   4,133
                                                              =========    =========
</TABLE>


5    COMMITMENTS AND CONTINGENCIES

CONSULTING AGREEMENTS

The Company entered into a three year consulting  arrangement with an individual
dated July 31, 2001, which was amended January 1, 2002. The arrangement provides
for  payments  of $5,000 per  quarter  and began on March 31,  2002.  Additional
payments of $7,500 and  $10,000 per month are  required  upon  reaching  certain
revenue  goals as set out in the  agreement.  The Company will expense the above
fees as services are provided. For the year ended 2002, the individual has
waived all payments.

In addition,  the Company shall grant the individual options to purchase 500,000
shares of Common  Stock at a  purchase  price of $.125 per  share,  in which the
options shall vest once the Company has obtained  annual  revenues of $5,000,000
over a twelve (12) month  period.  Also the  Company is to grant the  individual
options to purchase  500,000 shares of Common Stock of the Company at a purchase
price equal to $.25 per share, and which options shall vest once the Company has
obtained  annual  revenues of  $10,000,000 in aggregate over a twelve (12) month
period.  The Company has  calculated  the fair market value of the options using
the  Black-Scholes  options  pricing model and  determined  that the fair market
value was not material.

CANCELLATION OF CONSULTING AGREEMENT

Effective  December 1, 2002,  the Company  canceled a consulting  agreement  and
agreed to pay $3,000 per month for a period of 13 months, and $600 per month for
a period of 45 months  starting  December 1, 2002, as payment for all consulting
fees owed to the consultant. The agreement does not have a stated interest rate;
however, using an imputed interest rate of 18% results in an immaterial amount.

                                      F-11

<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------
6.   NOTES PAYABLE TO SHAREHOLDERS

On June 12, 2002, the Company  entered into an unsecured note payable of $15,000
with one of its  shareholders.  Under the terms of the note, the stated interest
rate was 18% with a due date of December 31, 2002. Per the note, the shareholder
had the right to convert the debt into  1,575,000  common  shares of the Company
should the note not be paid by the due date.  On  December  31,  2002,  the note
payable was converted into 1,500,000 common shares of the Company.

On June 28, 2002 the Company  entered into a secured  promissory note payable of
$50,000 with a shareholder  of the Company.  The notes bears interest at 18% and
is payable in twelve (12) monthly  installments  with the final payment due June
28,  2003.  The note is secured by the assets of the Company and by Stock Pledge
Agreements by certain of the founding shareholders of the Company pledging their
stock in the Company. The payments due under this note are current.

On December 31,  2002,  the Company  entered  into a promissory  note payable of
$98,000 with a shareholder of the Company as payment owed in connection with the
buy-out of a consulting  agreement originally dated June 15, 2001. The note does
not have a stated interest rate; however,  using an imputed interest rate of 18%
results in an  immaterial  amount.  The face amount is due on December 31, 2003.
Additionally, the holder has the right to convert the note into 4,900,000 shares
of the Company's Common Stock to be registered on demand on a Form S-8 and shall
also be issued on demand (b) three year warrants to purchase 1,250,000 shares of
the Company's  Common Stock  exercisable  at $.10 per share;  and (c) three year
warrants to purchase  1,250,000 shares of the Company's Common Stock exercisable
at $.20 per share.  The Company  has  calculated  the fair  market  value of the
warrants using the  Black-Scholes  option pricing model and determined  that the
fair market value was not material.

7.   SUBSEQUENT EVENTS

LEASE

Effective  April  10,  2003,  the  Company's  lease  for  office  space  under a
month-to-month  agreement  with a shareholder  increased  from $1,500 a month to
$2,800 a month.

REORGANIZATION PLAN

On  March  26, 2003, the Company agreed to become a majority owned subsidiary of
Global  Boulevard International, Inc. ("GBBV") and entered into an Agreement and
Plan  of  Reorganization,  (the "Reorganization Agreement") which sets forth the
terms and conditions of a proposed business combination of GBBV and the Company.
Pursuant  to  the Reorganization Agreement, the Company's shareholders exchanged
approximately  99.5%  of  the  Company's  outstanding shares, or 58,754,266, for
49,720,500  newly  issued,  shares  of  GBBV.


                                      F-12
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
       FOR THE PERIOD FROM INCEPTION (JULY 24, 2001) TO DECEMBER 31, 2002
       ------------------------------------------------------------------

7.   SUBSEQUENT EVENTS (CONTINUED)

REORGANIZATION PLAN (CONTINUED)

In  addition,  pursuant  to the Reorganization Agreement, GBBV is also required,
subject  to shareholder approval where required, to: (1) Approve an amendment to
GBBV's  Articles  of  Incorporation  to change the corporate name to THE PROJECT
GROUP,  INC.,  (2) Approve and authorize the designation of a class of Preferred
Stock  consisting of 5,000,000 shares and designate a Class A preferred stock in
accordance  with  the terms of the Reorganization Agreement, and (3) Approve and
authorize  the  designation of an Employee/Consultant 2003 Stock Option Plan and
the  registration  of  such  plan  on  a  Form  S-8  registration statement. The
shareholders of the Company who exchanged their stock for stock in GBBV received
90%  of  the  total  outstanding  shares of the new company. Pro-forma financial
statements will be presented in an amendment to Form 8-K that was filed on March
28th,  2003.



                                      F-13


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