SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                   For the Fiscal Year Ended December 31, 2004

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

          For the transition period from ____________ to _____________

                           Commission File No. 0-33493

                                PRO SQUARED, INC.
       ------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

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

                       333 N Sam Houston Pkwy E, Suite 275
                              Houston, Texas 77060
                   -------------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code:            (281) 445-3333

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

   Title of each class       Name of each exchange on which each is registered
   -------------------       -------------------------------------------------
          None                                     None

Securities to be registered pursuant to Section 12(g) of the 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 disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|

      The Issuer's revenues for the fiscal year ended December 31, 2004 were
$6,000.

      The number of shares of the registrant's common stock, $0.001 par value
per share, outstanding as of April 13, 2005 was 59,044,266. The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the
registrant on April 13, 2005, based on par value per share, was approximately
$3,000 (no market existed in the common stock and net book value per share was
negative at that date).

                       DOCUMENTS INCORPORATED BY REFERENCE

None


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<PAGE>

      Transition Small Business Disclosure Format: Yes |_| No |X|

                                TABLE OF CONTENTS

                                                                           Page

PART I

         ITEM 1.      DESCRIPTION OF BUSINESS................................ 3
         ITEM 2.      DESCRIPTION OF PROPERTY................................10
         ITEM 3.      LEGAL PROCEEDINGS......................................10
         ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS.......................................10

PART II

         ITEM 5.      MARKET FOR COMMON EQUITY AND
                      RELATED STOCKHOLDER MATTERS............................10
         ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS...................11
         ITEM 7.      FINANCIAL STATEMENTS...................................20
         ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE.................32
         ITEM 8A.     CONTROLS AND PROCEDURES................................32
         ITEM 8B      OTHER INFORMATION......................................32

PART III

         ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                      CONTROL PERSONS; COMPLIANCE WITH
                      SECTION 16(a) OF THE EXCHANGE ACT......................33
         ITEM 10.     EXECUTIVE COMPENSATION.................................35
         ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.............35
         ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.........36
         ITEM 13.     EXHIBITS AND REPORTS OF FORM 8-K.......................37
         ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.................37

SIGNATURES


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<PAGE>

                           FORWARD-LOOKING STATEMENTS

Certain statements in this Report on Form 10-KSB (the "Report") under the
caption "Management's Discussion and Analysis Plan of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding future cash requirements and the ability of the company to
raise capital and implement its planned operations in the RFID market. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. When used in the Report, statements that are not
statements of historical facts may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "anticipates", "plans", "intends",
"expects" and similar expressions are intended to identify such forward-looking
statements that speak only as of the date hereof. The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

                                     PART I

Item 1. Description of Business

General

Pro Squared, Inc. ("Pro Squared" or the "Company"), a Texas corporation
incorporated in 2001, is a technology consulting firm focused on the development
and deployment of comprehensive integrated radio frequency identification
("RFID") tracking solutions, technology consulting and other wireless solutions.

The Company is a subsidiary of The Project Group, Inc. ("Project Group") and was
substantially dormant from 2003 until the adoption of its RFID strategy and
business plan in the fourth quarter of 2004.

The Company's principal executive offices are located at 333 North Sam Houston
Parkway E, Suite 275, Houston, Texas 77060 and its telephone number is (281)
445-3333.

History and Development of Pro Squared

The Company was formed in July 2001 to provide project management and technology
consulting services.

In March 2003, Pro Squared entered into an Agreement and Plan of Reorganization
(the "Reorganization Agreement") with Global Boulevard International, Inc.
("GBBV"). Under the terms of the Reorganization Agreement, GBBV acquired (the
"Reorganization") from Pro Squared shareholders approximately 99.3% of the
outstanding stock of Pro Squared in exchange for 49,720,500 shares of GBBV
common stock, representing approximately 90% of the post-issuance shares of
GBBV. As a result of the transaction, Pro Squared became a substantially
wholly-owned subsidiary of GBBV.

Following the Reorganization, GBBV changed its name to The Project Group, Inc.,
substantially all of the operations previously conducted by Pro Squared were
transferred to Project Group and Pro Squared was substantially dormant until the
fourth quarter of 2004.

Recent Developments - RFID Initiative

During the second half of 2004, management of Project Group identified the RFID
solutions and consulting market as a potentially large market opportunity. In
the third quarter of 2004, management and the board of Project Group determined
to reactivate Pro Squared for the specific purpose of entering the RFID
consulting market and developing and implementing a strategy to penetrate that
market.

In conjunction with the determination to reactivate Pro Squared and enter the
RFID market, the Company hired Raphael Feldman, a veteran of the technology
services industry with substantial experience in implementation of RFID


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<PAGE>

solutions. In joining Pro Squared, Mr. Feldman also transferred to the Company
the existing RFID consulting services and implementation business of Sysgen, an
established New York-based consulting firm founded and operated by Mr. Feldman.

In conjunction with the determination to enter into the RFID consulting market,
Project Group, in February 2005, determined to distribute to its shareholders a
majority of the shares of Pro Squared stock held by Project Group. The
distribution of Pro Squared shares by Project Group is intended to permit Pro
Squared to fully develop its business plan including attracting and retaining
key officers and employees and securing capital. The distribution is expected to
occur in the second quarter of 2005. There is no assurance, however, the
distribution will be completed or that the Company will be able to successfully
attract and retain key officers and employees or capital following the
distribution.

RFID Technology Overview

General. Radio frequency identification ("RFID") is a method of remotely storing
and retrieving data using devices called RFID tags. An RFID tag is a small
object, such as an adhesive sticker, that can be attached to or incorporated
into a product, material or other resources. RFID tags contain antennas to
enable them to receive and respond to radio-frequency queries from an RFID
transceiver.

History. Although some people think that the first known device may have been
invented by Leon Theremin as an espionage tool for the Russian Government in
1945, the first real usage of RFID devices predates that. During World War II
the United Kingdom used RFID devices to distinguish returning British airplanes
from inbound German ones. At first, RADAR was only able to signal the presence
of a plane, not the kind of plane it was. Later, Identification friend or foe
(IFF) transponders carried in friendly aircraft gave them a distinctive "blip"
on radar screens.

Perhaps the first work exploring RFID is the landmark 1948 paper by Harry
Stockman, entitled "Communication by Means of Reflected Power" (Proceedings of
the IRE, pp1196-1204, October 1948). Stockman predicted that "...considerable
research and development work has to be done before the remaining basic problems
in reflected-power communication are solved, and before the field of useful
applications is explored." It required thirty years of advances in many
different fields before RFID became a reality.

RFID Tags.  RFID tags can be either active or passive:

o     Passive RFID tags do not have their own power supply: the minute
      electrical current induced in the antenna by the incoming radio-frequency
      scan provides enough power for the tag to send a response. Due to power
      and cost concerns, the response of a passive RFID tag is necessarily
      brief: typically just an ID number (GUID). Lack of its own power supply
      makes the device quite small: commercially available products exist that
      can be embedded under the skin. As of 2004, the smallest such devices
      commercially available measured 0.4 mm x 0.4 mm, and thinner than a sheet
      of paper; such devices are practically invisible. Passive tags have
      practical read ranges that vary from about 10 mm up to about 5 metres.

o     Active RFID tags, on the other hand, must have a power source, and may
      have longer ranges and larger memories than passive tags, as well as the
      ability to store additional information sent by the transceiver. At
      present, the smallest active tags are about the size of a coin. Many
      active tags have practical ranges of tens of metres, and a battery life of
      up to several years.

As passive tags are much cheaper to manufacture and do not depend on a battery,
the vast majority of RFID tags in existence are of the passive variety. As of
2004 tags cost from US$0.40. The aim is to produce tags for less than US$0.05 to
make widespread RFID tagging commercially viable. However, chip manufacturers'
supply of integrated circuits is not sufficient and demand is too low for prices
to come down soon. Analysts from independent research companies like Gartner and
Forrester Research agree that a price level of less than $0.10 is only
achievable in 6-8 years, a potential hurdle to widespread passive RFID adoption.

While the cost advantages of passive tags over active tags are significant,
other factors including accuracy and reliability make the use of active tags
very common today.

Today, there are 4 major frequency ranges that RFID systems operate at. As a
rule of thumb, low-frequency systems are distinguished by short reading ranges,
slow read speeds, and lower cost. Higher-frequency RFID systems are used where
longer read ranges and fast reading speeds are required, such as for vehicle
tracking and automated toll collection. Microwave requires the use of active
RFID tags.


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<PAGE>

Current typical frequency, range, applications and estimated tag cost of RFID
systems are:

<TABLE>
<CAPTION>
        Frequency                   Range               Tag Cost                         Applications
---------------------------    ----------------     -----------------     --------------------------------------------
<S>                            <C>                  <C>                   <C>
Low-frequency                      3 feet                 $1+             Pet and ranch animal identification; car
125 - 148 KHz                                                             keylocks

High-frequency                     3 feet                $0.50            Library book identification; clothing
13.56 MHz                                                                 identification; smart cards

Ultra-high frequency               25 feet               $0.50            Supply chain tracking; box, pallet,
915 MHz                                                                   container, trailer tracking

Microwave                         100 feet                $25+            Highway toll collection; vehicle fleet
2.45 GHz                                                                  identification
</TABLE>

RFID Systems. An RFID system may consist of several components: tags, tag
readers, tag programming stations, circulation readers, sorting equipment, and
tag inventory wands. Security can be handled in two ways. Security gates can
query the ILS to determine its security status or the tag may contain a security
bit which would be turned on and off by circulation or self-check reader
stations.

The purpose of an RFID system is to enable data to be transmitted by a portable
device, called a tag, which is read by an RFID reader and processed according to
the needs of a particular application. The data transmitted by the tag may
provide identification or location information, or specifics about the product
tagged, such as price, color, date of purchase, etc. The use of RFID in tracking
and access applications first appeared during the 1980s. RFID quickly gained
attention because of its ability to track moving objects. As the technology is
refined, more pervasive--and Invasive - uses for RFID tags are in the works.

In a typical RFID system, individual objects are equipped with a small,
inexpensive tag. The tag contains a transponder with a digital memory chip that
is given a unique electronic product code. The interrogator, an antenna packaged
with a transceiver and decoder, emits a signal activating the RFID tag so it can
read and write data to it. When an RFID tag passes through the electromagnetic
zone, it detects the reader's activation signal. The reader decodes the data
encoded in the tag's integrated circuit (silicon chip) and the data is passed to
the host computer for processing.

Take the example of books in a library. Security gates can detect whether or not
a book has been properly checked out of the library. When users return items,
the security bit is re-set and the item record in the ILS is automatically
updated. In some RFID solutions a return receipt can be generated. At this
point, materials can be roughly sorted into bins by the return equipment.
Inventory wands provide a finer detail of sorting. This tool can be used to put
books into shelf-ready order.

RFID Adopters. RFID technology has been evaluated by commercial entities and
governmental bodies to replace less reliable bar code technology. At the
forefront of the early adopters of RFID technology are Walmart, in the
commercial arena, and The US Department of Defense ("DoD").

DoD has issued a series of RFID policy guidelines that state the requirements
for its suppliers to meet. Passive RFID tags are required for all DoD contracts
issued on or after October 1, 2004, for delivery of materials on or after
January 1, 2005. Passive tags need to be applied to all freight/cargo
containers, cases, pallets and to individual "high-value" items that require the
military's UID (Unique Identification Code). Containers shipped outside the
continental US need to have active tags with content and point of origin
information. Beginning in 2006 and 2007, there are additional RFID tagging
requirements.

Similarly, Walmart has mandated that all major vendors utilize RFID technology
instead of bar codes by January 2005.

RFID programs have been announced by other commercial and governmental entities
including Pfizer, Smith Klein, Pharma and the FDA.


                                       5
<PAGE>

Market Opportunity

RFID solutions can help businesses increase workforce productivity, improve
customer service and enhance operational efficiencies. These solutions assist
enterprises and their employees in delivering information in real time as
people, information and assets are on the move. Examples of applications in
which enterprise RFID products and solutions provide valuable benefits include
the following:

      o     tracking and routing of assets as they move through the supply
            chain;

      o     movement of goods in a retail store from product receipt to final
            sale;

      o     verification that the correct medication or medical equipment is
            delivered to a particular patient;

      o     collection and communication of data by law enforcement officials
            from accident sites and crime scenes; and

      o     gathering and dissemination of information to a retail sales
            associate regarding a customer's preferences.

According to industry publications, the worldwide market for RFID is projected
to grow from $1.2 billion in 2003 to $4.4 billion in 2007, a compound annual
growth rate of 35%.

Pro Squared Strategy

The Company's strategy is to deliver to customers RFID products, solutions and
services, designed to increase cost-effectiveness, enhance efficiency and
promote faster execution of critical business processes. The Company intends to
pursue this goal by:

      o     Targeting key closed-loop markets. The Company has identified, and
            is presently pursuing opportunities in, key markets that have the
            potential to realize immediate benefits from implementation of RFID
            solutions, including law enforcement/evidence tracking,
            pharmaceutical pedigree tracking, hospital asset tracking and oil
            and gas industry asset tracking.

      o     Expanding into other markets. The Company intends to seek
            opportunities beyond its initial target markets to offer RFID and
            other technology solutions in retail, transportation, delivery,
            warehousing, distribution and manufacturing markets.

      o     Hiring and training RFID specialists. The Company intends to hire
            selected employees and consultants with proven experience in RFID
            solutions and to train employees and consultants to assure that the
            Company is at the forefront of RFID solutions providers.

      o     Forming strategic partnerships and alliances. The Company intends to
            form partnerships with key RFID equipment suppliers and
            manufacturers, related technology service providers and marketers to
            the Company's target markets to expand the Company's capabilities
            and penetrate and service all key target markets.

      o     Expanding our sales and marketing capabilities. The Company intends
            to add sales and marketing staff and form sales and marketing
            alliances to increase market awareness of the Company's RFID
            solutions, to increase penetration in current industry and
            geographic markets and expand into new industry and geographic
            markets.

RFID Solutions

The Company develops, designs and provides RFID data capture solutions. RFID is
a next generation data capture technology utilizing small tags that emit radio
signals. RFID tags, attached to products or assets, enable remote reading of
information relevant to the asset, similar to the data contained in a bar code.
Because RFID does not require physical contact between the reading device and
the tag, or even a line of sight, it provides the ability to capture more data
more efficiently and is beneficial in areas such as supply chain management,
asset tracking and security.


                                       6
<PAGE>

The Company works closely with its clients to determine their specific tracking
needs and requirements. Upon determining those needs and requirements, the
Company's team develops, designs and implements a comprehensive solution
involving integration of all hardware and software.

Typical of RFID solutions deployed, or expected to be deployed in our initial
target markets are:

      o     Evidence Tracking. Tracking of evidence in legal proceedings is a
            potentially massive undertaking requiring accurate and secure
            solutions to avoid loss or misplacement of potentially key pieces of
            evidence. Efficient and effective operation of the entire legal
            system, both criminal and civil, requires proper tracking and
            management of evidence. With criminal investigations, massive
            corporate civil litigation, nationwide class actions suits and
            similar proceedings, the volume of evidence gathered and stored can
            be enormous resulting in a high risk of loss or misplacement of
            evidence.

            Pro Squared has worked with police departments to implement RFID
            solutions designed to meet their specific evidence tracking needs.

            The Pro Squared eTraxx system can deploy a mix of passive 915 MHz
            UHF RFID tags from Alien Technology and 13.56MHz RF tags from
            Tagsys, depending on the requirements of each situation and the
            nature of the items of evidence set for tagging. Using the system,
            law enforcement personnel would be able to put RFID tags on evidence
            and record important details about each tagged item. Investigators
            have the option to use PDAs with RFID readers to do this as they
            collect evidence at the crime scene, or they could bag evidence,
            label it with a numbered paper tag and record details in a book, as
            they have traditionally done, and then put RFID tags on the items
            and enter the item details into a database after they bring the
            items back to the evidence room.

            Once the evidence is tagged, the details of the item along with the
            unique serial number of the RFID tag attached to it is recorded into
            a Microsoft SQL database using the Pro Squared eTraxx system. Fixed
            RFID readers placed at various locations throughout law enforcement
            offices and courthouses read each tag as it passes within range,
            creating a record of each item's last known location. In the
            evidence room, for example, each evidence desk would be fitted with
            a reader to record an item's location. Readers placed on exits from
            the evidence room ensure that no unauthorized removal could take
            place by initiating a pre-selected security procedure (such as
            sounding an alarm or locking doors) should an attempt to remove
            evidence be made without first obtaining permission from the
            evidence room staff. The serial number of each tag is then linked to
            a database record for that item and includes all the relevant
            details regarding the item.

            In addition to enabling police departments to track the location of
            evidence, the system can also track custody of each item so that as
            the item moves from the police department to district attorney's
            office to the court, a note can be made in the custody record of
            that item. The issuing of smart cards to police officers,
            administrative staff, clerical employees, court officers,
            prosecutors, defense attorneys and other individuals requiring
            access to the evidence room, would enable the readers to detect
            which individual was in possession of each item of evidence.


      o     Hospital Asset Tracking. A recent study conducted on our behalf
            showed that a typical 950 bed hospital employs approximately 300 IV
            pumps at any given time at a cost of close to $25 for each device
            per day. This same hospital must keep available some 600 pumps on
            hand at all times to sufficiently serve their patient population.
            These studies show that if all IV pumps can be accounted for at all
            times, the actual number of pumps needed to be kept on hand can be
            reduced to approximately 330. This represents more than $2 million
            annual savings for the hospital.

            This same study also pointed out that of the 300 beds using the IV
            pumps daily, typically less than 150 patients were actually paying
            for the per day cost to the hospital. The Parco system can help the
            typical 900 bed hospital recover almost $8 million of annual lost
            charges simply by conveying precisely when and where the pump is set
            up and in use. The return on investment for the hospital is realized
            within the first few months of operation. Similar savings and
            recovery on lost charges can be expected with other medical
            equipment such as pulse oximeters, EKG machines, wheelchairs, etc.


                                       7
<PAGE>

            These are but a few of the working examples of how asset tagging and
            tracking within a hospital can lower operating costs and streamline
            the efficiency of hospital administration.

            Pro Squared's hospital asset tracking system allows for a hospital
            to track every tagged asset within the hospital environment.
            Information logs can be maintained with Proximity tracking or a Real
            Time Location System (RTLS) tracking. On a 2D or 3D map, an asset
            can be viewed in motion while moving around a hospital corridor,
            room, surgical suite, ER, or even in the basement where supplies are
            typically stored. Reports of locations and asset management tools
            are also available to be purchased and integrated into the system.
            Using the Hospital's 802.11 wireless network, HP PDA's can be
            programmed to receive reports in real-time as to asset locations
            within the hospital environment.

            Interfaces have already been written and tested between the RTLS
            Solution and many Hospital software packages currently in place at
            many hospitals throughout the United States.

            The RTLS also allows clients to tag patients, employees, and doctors
            with an ID badge. This badge contains a biometric thumb print
            reader, which adds a second layer of security specific to hospital
            employees. Knowing where members of your staff are at any given time
            can help the hospital better analyze the work process during the
            course of a shift. Knowing where patients are at any time further
            helps reduce costs on an hourly basis.

            With our solutions, clients can tag an asset such as an Infusion
            Pump, and marry that pump to a patient ID badge, thereby informing
            the Patient care system of a particular therapy. When the process is
            complete, and a patient no longer needs the pump, the system is
            intelligent enough to notify a staff nurse who may complete the
            process by updating the patient management system, and process the
            pump to be sterilized for re-use.

            The Hospital Asset Tracking System utilizes a core engine provided
            in partnership by Parco Merged Media, the leader in Hospital Asset
            Tracking Systems. The RFID technology used in this application is
            based on UWB, Ultra Wide Band RFID.

      o     Petrochemical Asset Tracking. Keeping a perfect log of petrochemical
            equipment and barrel shipping is a process that requires
            reliability, responsibility, and infallibility. On a drilling rig,
            drilling managers often have difficulty identifying and tracking
            crated equipment as it is constantly moving to and from various
            facilities. Superintendents and Project Managers have similar
            problems in refineries.

            Regulations have been introduced to ensure proper handling of
            chemicals and related products. Keeping track of chemicals has been
            a problem to many organizations. Tons of documents related to
            chemicals have been kept just for tracking purposes and yet they are
            not available at the time of need. Missing chemical, especially
            hazardous chemical, can cause financial losses and, worse,
            catastrophic consequences if they fall into the wrong hands.

            Pro-Squared works with a variety of RFID distributors to find a
            solution that fits individualized needs. For instance, as each crate
            and barrel passes through a checkpoint, it can be tracked with a
            customized RFID solution using a company network or interfaced PDA
            devices. Similarly, a customized RFID solution can track and locate
            a new replacement valve, a vehicle entering the property, or a
            barrel of crude oil.

            Pro Squared provides completely customized networks and programs,
            along with passive 900 MHZ EPC tags and firmware upgradeable
            checkpoint readers.

Similarly, we can develop, design and implement RFID solutions for applications
in tracking key assets, data and people in a vast array of industries. Because
RFID tags, readers and software provided by different suppliers have unique
strengths and application capabilities, the Company believes that each potential
application calls for a customized system designed and implemented by
knowledgeable technicians to assure that each customers' needs are met. The
Company maintains relationships with the principal suppliers of RFID equipment
to assure the availability of the necessary equipment to meet each customer's
needs


                                       8
<PAGE>

Sales and Marketing

The Company utilizes a relationship-selling model. The critical component in
this selling model is its project manager. The Company's 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,
project managers are able to establish the Company as a business partner with
the client.

By having a detailed knowledge of the mission, vision and strategy of its
clients, the Company strives to be the preferred supplier of RFID solutions and
services to each client. This thorough and detailed knowledge of the client's
business is gained through the performance of project 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. The
Company's trained staff gains knowledge about the client company through
extensive interviews with the client and an examination of the client's planned
end use for the RFID solution..

The Company's sales organization is responsible for developing and qualifying
leads that come from a variety of sources. These sources include the cold
calling done by the Company's sales team; leads from employees; referrals from
and partnering with technology providers and other service providers; 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. The Company intends to
participate in vendor and industry conferences and trade shows. These events are
expected to serve to broaden the Company's exposure and provide client feedback
as senior technical and management personnel participate in speaking engagements
and other conference events.

The Company's sales and marketing efforts are in the early stages and have been
limited, through early 2005, to selling efforts of the Company's President,
Raphael Feldman based on his existing industry contacts and reputation. The
Company intends to expand its sales and marketing efforts by adding sales,
marketing, project management and technical personnel and establishing various
cross marketing relationship. As of early 2005, the Company had established
relationships with various RFID product suppliers and had established a
strategic marketing partnership with CT Networks pursuant to which the Company
and CT Networks will cross market each others products and services.

Competition

The asset tracking business, of which RFID solutions is a relatively new
entrant, is highly competitive and acutely influenced by advances in technology,
industry standards, product improvements and new product introduction and price
competition. Many firms are engaged in the manufacture, marketing and
implementation of products, systems and services designed to track assets,
including RFID and bar code products and solutions, among others.

Numerous companies have the technical potential to compete with us including
technology consulting and service providers as well as instrument and technology
manufacturers and suppliers that may elect to provide solutions services in
addition to selling components. Many of these companies have far greater
financial, marketing and technical resources than the Company. The Company
competes principally on the basis of performance and the quality of services and
solutions delivered.

Regulation

The use of radio emissions is subject to regulation in the United States and in
other countries. In the United States, various Federal agencies including the
Center for Devices and Radiological Health of the Food and Drug Administration,
the Federal Communications Commission ("FCC"), the Occupational Safety and
Health Administration and various State agencies have promulgated regulations
which concern the use of radio/electromagnetic emissions standards. Member
countries of the European community have enacted standards concerning electrical
safety and electromagnetic compatibility and emissions standards.

Regulatory changes in the United States and other countries may require
modifications to some RFID products in order for us to continue to be able to
market solutions utilizing those products. For example, certain consumer


                                       9
<PAGE>

advocacy groups are lobbying against the adoption of RFID systems in the retail
environment because of privacy and other consumer protection concerns. While the
Company believes that these concerns are mostly unfounded, there can be no
assurance that such efforts will not result in regulatory and/or legal action
that could have a materially adverse effect on the Company's ability to market
RFID solutions.

Employees

As of April 13, 2005 the Company had two full-time employees, one independent
contractor and no part-time employees. None of the Company's employees is
represented by labor unions and the Company believes that its relationship with
its employees is good.

The Company intends, subject to the availability of funding, to hire additional
personnel, as needed, in technical, sales, support, administrative and other
functions.

Item 2. Description of Property.

The Company's principal executive offices consist of space provided, free of
rent, by our principal shareholder, The Project Group, Inc. in its offices at
333 North Sam Houston Parkway East in Houston, Texas. Following the planned
distribution of shares of the Company held by The Project Group, we expect to
negotiate an agreement pursuant to which the Company will pay rent to The
Project Group in proportion to the space actually utilized by the Company. As of
May 15, 2005, no negotiations had been conducted with respect to the lease of
space by the Company from The Project Group and there can be no assurance that
an acceptable arrangement can be negotiated, in which case the Company may be
required to secure alternative executive offices.

The Company also maintains offices and facilities in Melville, New York that are
provided by our President and Chief Executive Officer for $500 per month subject
to cancellation at will.

Management anticipates that the Company's office space will be sufficient for
the foreseeable future.

Item 3. Legal Proceedings.

As of May 15, 2005, the Company was not party to any pending litigation and was
not aware of any threatened litigation.

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.


                                     PART II

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

Market Information

There is no trading market for the Company's 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.

The Company's board and principal shareholder approved a 1-for-16.8698 reverse
stock split in the first quarter of 2005. The reverse stock split is expected to
become effective during the second quarter of 2005.

Shareholders

As of May 15, 2005, we had approximately thirty shareholders of record of the
Company's common stock.

Dividend Policy

The Company has not paid any cash dividends since its inception and presently
anticipates that all earnings, if any, will be retained for development of the
Company's business and that no dividends on the shares of Common Stock will be


                                       10
<PAGE>

declared in the foreseeable future. Any future dividends will be subject to the
discretion of the Company's Board of Directors and will depend upon, among other
things, future earnings, operating and financial condition of the Company, its
capital requirements, general business conditions and other pertinent facts.
Therefore, there can be no assurance that any dividends on the Common Stock will
be paid in the future.

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, our anticipated
capital requirements and capital resources.

Overview of Historical Operations and Plan of Operations

The Company was formed in July 2001 to provide project management and technology
consulting services.

In March 2003, the Company entered into an Agreement and Plan of Reorganization
(the "Reorganization Agreement") with Global Boulevard International, Inc.
("GBBV"). Under the terms of the Reorganization Agreement, GBBV acquired (the
"Reorganization") from shareholders of the Company approximately 99.3% of the
outstanding stock in exchange for 49,720,500 shares of GBBV common stock,
representing approximately 90% of the post-issuance shares of GBBV. As a result
of the transaction, the Company became a substantially wholly-owned subsidiary
of GBBV.

Following the Reorganization, GBBV changed its name to The Project Group, Inc.,
substantially all of the operations previously conducted by the Company were
transferred to Project Group, effective June 30, 2003, computers, equipment and
software development costs were transferred by the Company to Project, at book
value, on December 31, 2003, and the Company was substantially dormant until the
fourth quarter of 2004.

During the second half of 2004, management of Project Group identified the RFID
consulting market as a potentially large market opportunity. In the fourth
quarter of 2004, management and the board of Project Group determined to
reactivate the Company for the specific purpose of entering the RFID consulting
market and developing and implementing a strategy to penetrate that market.

In conjunction with the determination to reactivate the Company and enter the
RFID market, the Company hired Raphael Feldman, a veteran of the technology
services industry with substantial experience in implementation of RFID
solutions. In joining the Company, Mr. Feldman also transferred to the Company
the existing RFID consulting services and implementation business of Sysgen, an
established New York-based consulting firm founded and operated by Mr. Feldman.

In conjunction with the determination to enter into the RFID consulting market,
Project Group, in February 2005, determined to distribute to its shareholders a
majority of the shares of stock of the Company held by Project Group. The
distribution of shares by Project Group is intended to permit the Company to
fully develop its business plan including attracting and retaining key officers
and employees and securing capital. The distribution is expected to occur in the
second quarter of 2005. There is no assurance, however, the distribution will be
completed or that the Company will be able to successfully attract and retain
key officers and employees or capital following the distribution.

The Company's strategy is to deliver to customers RFID products, solutions and
services, designed to increase cost-effectiveness, enhance efficiency and
promote faster execution of critical business processes. The Company intends to
pursue this goal by:

      o     Targeting key closed-loop markets. The Company has identified, and
            is presently pursuing opportunities in, key markets that have the
            potential to realize immediate benefits from implementation of RFID
            solutions, including law enforcement/evidence tracking,
            pharmaceutical pedigree tracking, hospital asset tracking and oil
            industry asset tracking.

      o     Expanding into other markets. The Company intends to seek
            opportunities beyond its initial target markets to offer RFID
            solutions in retail, transportation, delivery, warehousing,
            distribution and manufacturing markets.


                                       11
<PAGE>

      o     Hiring and training RFID specialists. The Company intends to hire
            selected employees and consultants with proven experience in RFID
            solutions and to train employees and consultants to assure that the
            Company is at the forefront of RFID solutions providers.

      o     Forming strategic partnerships and alliances. The Company intends to
            form partnerships with key RFID equipment suppliers and
            manufacturers, related technology service providers and marketers to
            the Company's target markets to expand the Company's capabilities
            and penetrate and service all key target markets.

      o     Expanding our sales and marketing capabilities. The Company intends
            to add sales and marketing staff and form sales and marketing
            alliances to increase market awareness of the Company's RFID
            solutions, to increase penetration in current industry and
            geographic markets and expand into new industry and geographic
            markets.

Results of Operations

As a result of the Reorganization and transfer of operations to Project Group in
2003 and remaining dormant until the fourth quarter of 2004, a comparison of
operating results in 2003 and 2004 is not meaningful. 2003 operating results
reflect approximately six months of operations as a project management and
technology consulting firm. 2004 operating results reflect approximately three
months of operations relating to the start-up of the Company's RFID initiative.

Revenues and gross profit during 2004 reflect only limited operations during the
start-up phase with revenues totaling $6,000 and gross profit totaling $4,860.

Expenses for the period June 30, 2003 through December 31, 2003 consist of
professional fees of $32,000, accruals for penalty and interest of $65,000 on
unpaid payroll taxes, bad debt expense of $88,000 and interest of $16,000 on
accounts receivable from work performed prior to June 30, 2003.

General and administrative expense during 2004 related principally to initial
salaries, consulting fees and professional fees paid in conjunction with
start-up activities and initial efforts to establish the Company in the RFID
services market and sell RFID solutions services, and $311,315 representing the
non cash expense for the value of warrants issued under a consulting agreement
calculated using the Black-Scholes method. General and administrative expenses
totaled $364,125.

General and administrative expense, other of $24,873 in 2004 represents penalty
and interest on unpaid payroll taxes from 2003 and prior.

The Company anticipates that its revenues and gross profit will grow
substantially in 2005 and later years as it gains acceptance in the RFID
solutions market. Operating expenses are also expected to grow substantially in
2005 and later years to support the Company's RFID initiative with expenses
expected to grow faster than revenues initially. There is no assurance, however,
that the Company will be able successfully carry out its RFID initiative and
establish itself in that market or that it will ever attain profitability.
Further, the Company presently lacks financial resources and is entirely
dependent upon advances from Project Group to support its operations. Project
Group, however, has no obligation to fund the Company's business plan and the
Company believes that Project Group lacks sufficient resources to fully
implement the Company's business plan. Accordingly, the Company's ability to
implement its business plan is dependent upon its ability to secure financing.
The Company has no commitments to provide required financing as of May 15, 2005.

Liquidity and Capital Resources

At December 31, 2004, the Company had no assets and had total current
liabilities of $673,926, including loans from Project Group of $421,562 and
delinquent payroll taxes, including penalties and interest, from 2003 and prior
periods of $232,500. The Company has an informal agreement with the IRS pursuant
to which the Company is required to pay $10,000 per month toward delinquent
payroll tax obligations.

The Company is substantially dependent upon Project Group to provide funding to
support its operations and to fund payment of its delinquent payroll tax
obligation. The advances from Project Group are currently payable and are not
interest bearing. For the foreseeable future, substantially all net cash flows,
if any, from operations are expected to be applied to repayment of the advances
from Project Group.


                                       12
<PAGE>

As the Company expects to operate at a loss during the early stages of its RFID
initiative, it is substantially dependent upon Project Group or third parties to
provide financing needed to support and grow operations. The Company believes
that Project Group will continue to provide financing, to the extent it has
available funds, but the Company, at May 15, 2005, has no commitments from
Project Group or any other sources to provide financing and the Company believes
that Project Group's ability to provide financing is limited. Unless and until
it receives substantial financing commitments, the Company anticipates that its
ability to fully implement its RFID initiative, grow its revenues and attain
profitability is severely limited.

The company is not aware of any other material trend, event or capital
commitment which would potentially adversely effect liquidity.

Project Group Share Issuance Guarantee

On November 23, 2004, Project Group issued two year $335,000 12% convertible
debentures in exchange for 9,569,000 shares of common stock of Power Technology,
Inc. Project Group undertook to utilize a portion of the proceeds from the
liquidation of the Power Technology shares to fund the Company's RFID
initiative, to develop tools and applications for radio frequency identification
tags and other technologies and for working capital at the Company. The
debentures include provisions allowing the holder to convert the
unpaid/unconverted portion of the debenture and unpaid interest to shares of the
Company's common stock (for 67% of the to be outstanding shares, if fully
converted under this option). The Company has guaranteed the obligations of
Project Group with respect to the delivery of shares of the Company's common
stock should the holder of the debentures elect to accept the Company's common
stock in payment of principal and/or interest.

Contractual Obligations

The Company has informal lease arrangements relating to both its executive
offices in Houston and its offices in Melville, New York. Under those
arrangements, the Company pays $500 per month with respect to its New York
offices. No payments are currently required relating to use of its offices in
Houston which are provided by Project Group. Additionally, the Company has an
informal payment agreement with the IRS relating to delinquent payroll tax
obligations and requiring monthly installments totaling $120,000 annually until
payment in full of delinquent taxes, penalties and interest. Unpaid payroll
taxes, penalties and interest totaled $232,000 at December 31, 2004. Except for
the foregoing, the Company has no contractual obligations requiring determinable
payments.

Off-Balance Sheet Arrangements

Except for the share issuance guarantee described above, the Company had no
off-balance sheet arrangements or guarantees of third party obligations at
December 31, 2004.

Critical Accounting Policies

We believe certain critical accounting policies affect our more significant
judgments and estimates used in the preparation of our financial statements. The
following describes the critical accounting policies used in reporting our
financial condition and results of operations.

Revenues and Revenue Recognition - The Company's revenues are derived from
services revenues, which consist of fees from development, design, consulting
and implementation services.

We provide our professional services under services agreements on a time and
material basis or based on a fixed-price and/or fixed-time arrangement. The
revenues from our time and material based professional consulting and
implementation services are recognized as the work is performed, provided that
the customer has a contractual obligation to pay, the fee is non-refundable and
collection is probable. Delays in project implementation will result in delays
in revenue recognition. For our professional consulting services under
fixed-price and/or fixed-time arrangements, we recognize the related revenues
using the percentage-of-completion method, with progress-to-completion measured
by using labor costs input compared to estimated cost of completion. Revisions
to the estimates are reflected in the period in which changes become known.
Project losses are provided for in their entirety in the period they become
known, without regard to the percentage-of-completion. If we do not accurately
estimate the resources required or the scope of work to be performed, or if we
do not manage our projects properly within the planned periods of time, then
future consulting margins on our projects may be negatively affected or losses
on existing contracts may need to be recognized.


                                       13
<PAGE>

Valuation of Accounts Receivable - The Company extends credit only to those
customers that are deemed credit worthy. The Company reviews all of accounts
receivable on a regular basis, at least quarterly, to determine the
collectibility of each account based on age, response to collection efforts, and
other factors. The Company establishes a reserve for those accounts where
collection seems doubtful. If a determination is made that the customer will
definitely not pay, the amount is written off against the reserve.

At December 31, 2004, the Company had no accounts receivable.

Recent Accounting Pronouncements

In December 2004, FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment", that focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees."
Beginning with our quarterly period that begins January 1, 2006, we will be
required to expense the fair value of employee stock options and similar awards.
As a public company, we are allowed to select from two alternative transition
methods, each having different reporting implications. The impact of SFAS No.123
has not been determined at this time.

In December 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46R, "Consolidation of Variable Interest Entities" (FIN 46R).
FIN 46R states that companies that have exposure to the economic risks and
potential rewards from another entity's assets and activities have a controlling
financial interest in a variable interest entity should consolidate the entity,
despite the absence of clear control through a voting equity interest. The
consolidation requirements apply to all special-purpose entities by the end of
the first reporting period ending after December 15, 2003. FIN 46R shall be
applied to all variable interest entities by the end of the first reporting
period ending after December 15, 2004 for enterprises that are small business
issuers. The Company does not expect the adoption of FIN 46R to have a material
effect on its financial statements.

In December 2004, the FASB published the following two final FASB Staff
Positions, effective immediately. FAS 109-1, "Application of FASB Statement
No.109, Accounting for Income Taxes, to the Tax Deduction on Qualified
Production Activities Provided by the American Jobs Creation Act of 2004,"
giving guidance on applying FASB Statement No. 109, Accounting for Income Taxes,
to the tax deduction on qualified production activities provided by the American
Jobs Creation Act of 2004. FAS 109-2 "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of
2004" provides guidance on the Act's repatriation provision. At this time the
Company does not believe that the adoption of FAS 109-1 or FAS 109-2 will have a
material impact on its financial position, results of operations or cash flows.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment
of ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, handling costs, and wasted material
(spoilage). Among other provisions, the new rule requires that items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
be recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective
for fiscal years beginning after June 15, 2005. The Company does not expect the
adoption of SFAS No. 151 to have a material effect on its financial statements.

In November 2004, the FASB Emerging Issues Task Force (EITF) reached a consensus
in applying the conditions in Paragraph 42 of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
Discontinued Operations" (EITF 03-13). Evaluation of whether operations and cash
flows have been eliminated depends on whether (1) continuing operations and cash
flows are expected to be generated, and (2) the cash flows, based on their
nature and significance, are considered direct or indirect. This consensus
should be applied to a component that is either disposed of or classified as
held for sale in fiscal periods beginning after December 15, 2004.

Impact of Inflation

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

Risk Factors That May Affect Future Results

We face a number of risks and uncertainties in any forward-looking statement.
Factors that could cause or contribute to such differences include, but are not
limited to, the following:


                                       14
<PAGE>

Pro Squared has no operating history in the RFID solutions field and may not
achieve or maintain profitability.

The Company was dormant from July 2003 until the start-up of its RFID initiative
in the fourth quarter of 2004. The Company has no operating history in the RFID
solutions field and may incur operating losses over the next few years depending
on the commercial success of its efforts to sell RFID solutions services. There
is no assurance that the Company will be able to generate sufficient revenues,
or sufficiently control its operating costs, to operate profitably.

The Company's operating losses may increase as it incurs costs to ramp up its
sales and marketing, services and general corporate activities. If the Company
does not become profitable, the value of its common stock may decline.

As a result of its limited operating history, the Company lacks significant
historical financial data on which to base planned operating expenses. Operating
results may fluctuate significantly in the future as a result of a variety of
factors, many of which are outside of the Company's control. These factors
include the level of acceptance of our RFID solutions, and RFID in general, the
development and introduction of new competing products and services, the amount
and timing of capital expenditures and other costs relating to the expansion of
operations, the introduction of new products or services by Pro Squared or its
competitors, pricing changes in the industry, technical difficulties with
respect to the use of products, general economic conditions and economic
conditions specific to target markets. As a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service or marketing decisions or acquisitions that could have a material
adverse effect on business, results of operations and financial condition.

Since inception on July 24, 2001 through December 31, 2004, the Company has
generated losses totaling $1,553,521 resulting in a stockholders' deficit and a
working capital deficit of $688,926.

The Company ceased operations from July 1, 2003 through September 30, 2004.
During the fourth quarter 0f 2004, Pro Squared was reactivated to develop closed
loop RFID solutions for clients. The Company has been dependent on advances from
its Parent to fund necessary expenses and fund payment of liabilities; also
since 2005 will be the first year of RFID solutions operations, additional
advances will be required to fund expenses, equipment and working capital needs
until the new operation becomes profitable. However there is no assurance that
such advances will be available or that operations will become profitable in the
future.

Since reactivating in the fourth quarter of 2004, the Company has incurred a net
loss for fiscal year 2004 of $357,272, including $24,873 for penalty and
interest on unpaid payroll tax liabilities from 2003 and prior.

As a result of the continuing losses to date and the lack of any substantial
assets, there is substantial doubt as to the Company's ability to continue as a
going concern and the audit reports on the Company's financial statements are
qualified on a "going concern" basis.

Pro Squared faces intense competition, and competitive pressures from existing
and new companies may have a material adverse effect on Pro Squared's business,
revenues, growth rate and market share.

The asset tracking business, of which RFID solutions is a relatively new
entrant, is highly competitive and acutely influenced by advances in technology,
industry standards, product improvements and new product introduction and price
competition. Many firms are engaged in the manufacture, marketing and
implementation of products, systems and services designed to track assets,
including RFID and bar code products and solutions, among others.

Competitive position in the industry is influenced by:

o     advances in technology;

o     new product introductions;

o     evolving industry standards;

o     product improvements;

o     rapidly changing customer needs;


                                       15
<PAGE>

o     marketing and distribution capabilities;

o     competition from highly capitalized companies;

o     entrance of new competitors;

o     ability of customers to invest in information technology; and

o     price competition.

Numerous companies have the technical potential to compete with us including
technology consulting and service providers as well as instrument and technology
manufacturers and suppliers that may elect to provide solutions services in
addition to selling components. Many of these companies have far greater
financial, marketing and technical resources than the Company. The Company
competes principally on the basis of performance and the quality of services and
solutions delivered.

If the Company does not keep pace with product and technology advances, there
could be a material adverse effect on its competitive position, revenues and
prospects for growth. There is also likely to be continued pricing pressure as
competitors attempt to maintain or increase market share.

New safety regulations or changes in existing safety regulations related to our
products may result in unanticipated costs or liabilities, which could have a
materially adverse effect on the Company's business, results of operations and
future sales and could place additional burdens on the operations of the
business.

Radio emissions are subject to regulation in the United States and in other
countries. In the United States, various federal agencies including the Center
for Devices and Radiological Health of the Food and Drug Administration, the
Federal Communications Commission, the Occupational Safety and Health
Administration and various state agencies have promulgated regulation that
concern the use of radio/electromagnetic emissions standards.

If any of the products included in our RFID solutions becomes subject to new
regulations or if any of those products becomes specifically regulated by
additional government entities, compliance with such regulations could become
more burdensome and there could be a material adverse effect on the Company's
business and results of operations.

The Company's RFID products operate through the transmission of radio signals.
Currently, operation of these products in specified frequency bands does not
require licensing by regulatory authorities. Regulatory changes restricting the
use of frequency bands or allocating available frequencies could become more
burdensome and could have a material adverse effect on the Company's business,
results of operations and future sales.

If the Company is unable to recruit and retain key employees, this could affect
its ability to successfully grow its business.

In order to be successful, the Company must attract, hire, retain and motivate
its executives and other key employees, including those in managerial,
technical, marketing and information technology support positions. Attracting
and retaining skilled solutions providers in the IT support business and
qualified sales representatives are also critical to the Company's success. None
of the Company's current employees has entered into an employment agreement with
the Company and all such individuals are "at will" employees.

The Company presently has a skeletal staff and must identify and hire
substantial additional personnel to support its growth efforts. Experienced
management and technical, marketing and support personnel in the information
technology industry are in high demand and competition for their talents is
intense. The loss of, or the inability to recruit, key employees could have a
material adverse effect on the Company's business.

Pro Squared depends substantially on third parties for the marketing and
distribution of RFID solutions and is at risk of the non-performance by these
third parties.

Sales and marketing of RFID solutions is expected to be handled by a combination
of the Company's executives and sales and marketing staff, in a direct sales
approach, and through cooperative marketing arrangements and alliances with
third parties. Each of those strategic sales and marketing partners may also
market competitive products and solutions. The success of marketing efforts will


                                       16
<PAGE>

be dependent, in part, upon the efforts of the Company's marketing partners.
Those arrangements are expected to permit marketing partners to terminate their
arrangements with the Company on short-term notice. It also is possible that
marketing partners could devote more of their time and efforts to other products
and services, including competing products and services or may terminate their
relationship with the Company. In either event, sales and distribution of the
Company's solutions could suffer, and the Company would be required to seek
alternative representation, distributors or strategic partners. There is no
assurance in that case that the results of alternative representatives,
distributors or strategic partners would be comparable to those of existing
representatives, distributors and strategic partners.

Pro Squared has no substantial assets and has substantial levels of debt, which
may have a material adverse effect on stockholders.

The Company had no assets at December 31, 2004 and in excess of $600,000 of
current debt. Substantially all of the Company's current debt is attributable to
advances from Project Group, its parent, and to delinquent payroll taxes owed to
the IRS. The Company presently lacks the financial ability to repay or service
that indebtedness and is substantially dependent upon Project Group to forebear
on the collection of amounts owed it and is also dependent upon Project Group to
continue to fund the Company's operations and payments owing the IRS.
Accordingly, until the Company is able to generate positive cash flow from
operations or secure other financing, the level of the Company's debt is
expected to continue to rise as Project Group advances additional sums to the
Company. There is no assurance that the Company will have adequate funds
available to repay such debt or to pay interest as it becomes payable. The
Company does not currently have the financial resources to pay the outstanding
debt if it were to be demanded and, therefore, any such demand could cause the
Company to liquidate its business and cause material losses to shareholders.

Pro Squared requires substantial capital to fully pursue its operating strategy.

The Company has no commitments or potential sources of additional financing if
and when required to increase the level of operations. If it is unable to secure
the capital needed to fully implement its business plan, the Company could be
required to curtail operations or may be unable to attain economies of scale
required to operate profitably. The Company may also be required to offer to
sell, or sell, the business at a price that is less than management's view of
the actual value of the business.

Pro Squared's common stock does not presently trade and, assuming commencement
of trading, could be subject to substantial price and volume fluctuations due to
a number of factors, many of which will be beyond its control, and those
fluctuations may prevent stockholders from reselling stock at a profit.

There is presently no established trading market in the Company's securities and
there can be no assurance that such a market will develop or, if it develops, be
sustained. The securities markets have experienced extreme price and volume
fluctuations during the past three to four years, and the market prices of the
securities of emerging companies have been especially volatile. As a result, an
investment in the Company's shares could be less liquid than other equity
investments.

Moreover, assuming a market develops in its stock, the market price for the
Company's Common Stock will be affected by a number of factors, including:

      o     developments within the Company;

      o     announcements of new products or services;

      o     competitors' announcements of new products or services;

      o     quarterly variations in results of operations;

      o     changes in earnings estimates, recommendations by securities
            analysts or failure to achieve analysts' earning estimates;

      o     industry developments;

      o     the number of shares of common stock that are available for trading
            in the markets at any given time; and

      o     general market conditions and other factors.


                                       17
<PAGE>

In addition, the stock prices of many companies have experienced wide
fluctuations, often unrelated to the operating performance of those companies.
These factors and industry price fluctuations may materially and adversely
affect the market price of the Company's common stock.

Potential dilution caused by performance guarantees relating to obligations of
Project Group may reduce the market price of common stock.

As of December 31, 2004, the Company had issued and outstanding 59,044,266
shares of common stock. Giving effect to the anticipated 1-for-16.8698 reverse
stock split, the Company will have approximately 3,500,000 shares issued and
outstanding. In connection with Project Group's issuance of $335,000 of 12%
convertible debentures, a portion of the proceeds of which have been used to
fund the Company, Project Group granted to the holder of the debentures the
right to convert the unpaid/unconverted portion of the debenture and unpaid
interest to shares of the Company's common stock (for 67% of the to be
outstanding shares, if fully converted under this option). The Company has
guaranteed the obligations of Project Group with respect to the delivery of
shares of the Company's common stock should the holder of the debentures elect
to accept the Company's common stock in payment of principal and/or interest.
The issuance of shares in the event the Company is called upon to perform under
the guarantee of the Project Group debentures could result in substantial
dilution with a possible depressive affect on the market price of the common
stock.

The Company has not paid dividends in the past and does not expect to pay
dividends in the future. Any return on investment may be limited to potential
future appreciation on the value of stock.

The Company has never paid cash dividends on its stock and does not anticipate
paying cash dividends on stock in the foreseeable future. The payment of
dividends on stock, if ever, will depend on earnings, financial condition and
other business and economic factors at such time as the board of directors may
consider relevant. If the Company does not pay dividends, its stock may be less
valuable because a return on investment will only occur if and to the extent
that the stock price appreciates, and if the price of the stock does not
appreciate, then there will be no return on investment.

A sale of a substantial number of shares of common stock may cause the price of
the common stock to decline and may impair the Company's ability to raise
capital in the future.

If stockholders sell substantial amounts of common stock in the public market,
the market price of the Company's common stock could fall. These sales also
might make it more difficult to sell equity or equity-related securities in the
future at times and prices deemed reasonable or appropriate.

Shares of common stock may be "penny stocks" and, as such, may be difficult to
dispose of.

If the market price per share of the Company's common stock is less than $5.00,
the shares of common stock will be "penny stocks" as defined in the Exchange
Act. As a result, an investor may find it more difficult to dispose of or obtain
accurate quotations as to the price of the shares of common stock of the
Company. In addition, the "penny stock" rules adopted by the SEC under the
Exchange Act subject the sale of shares of common stock to regulations which
impose sales practice requirements on broker-dealers. For example,
broker-dealers selling penny stocks must, prior to effecting the transaction,
provide their customers with a document that discloses the risks of investing in
penny stocks.

Furthermore, if the person purchasing the securities is someone other than an
accredited investor or an established customer of the broker-dealer, the
broker-dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker-dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in penny stocks.
Accordingly, the SEC's rules may limit the number of potential purchasers of
shares of the Company's common stock. Moreover, various state securities laws
impose restrictions on transferring "penny stocks," and, as a result, investors
in the Company's common stock may have their ability to sell their shares
impaired.


                                       18
<PAGE>

Pro Squared may not be able to timely comply with the requirements of the
Sarbanes-Oxley Act relating to its and its independent registered public
accounting firm's assessment of the effectiveness of internal controls over
financial reporting.

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act, adopted rules
generally requiring each public company to include a report of management on the
company's internal controls over financial reporting in its annual report on
Form 10-K that contains an assessment by management of the effectiveness of the
company's internal controls over financial reporting. In addition, the company's
independent registered public accounting firm must attest to and report on
management's assessment of the effectiveness of the company's internal controls
over financial reporting. This requirement will first apply to the Company's
annual report on Form 10-KSB for the year ending December 31, 2006.

The Company will evaluate its internal controls systems in order to allow
management to report on, and its independent registered public accounting firm
to attest to, its internal controls, as required by Section 404. The Company
will perform the system and process evaluation and testing required in an effort
to comply with the management certification and auditor attestation requirements
of Section 404. As a result, the Company expects to incur additional expenses
and a diversion of management's time and expect this to continue through 2006.

The Company expects to devote considerable resources to the documentation,
testing and evaluation of internal controls and anticipates being able to
implement the requirements relating to internal controls and all other aspects
of Section 404 in a timely fashion. Because of the time and effort associated
with compliance with Section 404, there can be no assurance that the Company's
independent registered public accounting firm will be able to adequately test
and subsequently certify its internal controls, particularly if weaknesses are
discovered which will have to remediated and then be retested prior to their
certification. Should weaknesses be discovered by its independent registered
public accounting firm, the Company believes, but cannot be certain, that it
will be able to complete efforts to remediate, retest and certify these issues.
Since the requirements of Section 404 of the Sarbanes-Oxley Act are new, the
Company is unable to predict the adverse impact, if any, these possible events
could have on the markets for its securities, or what, if any, the legal
consequences might be.


                                       19
<PAGE>

Item 7.  Financial Statements

                                PRO SQUARED, INC.
                                TABLE OF CONTENTS

                                                                       PAGE
Report of Independent Registered Public Accounting Firms      F - 1 to F - 2
Balance Sheet as of December 31, 2004                                  F - 3
Statements of Operations for the Years ended
  December 31, 2004 and 2003                                           F - 4
Statements of Shareholders' Deficit for the Years ended
  December 31, 2004 and 2003                                           F - 5
Statements of Cash Flows for the Years ended
  December 31, 2004 and 2003                                           F - 6
Notes to the Financial Statements                            F - 7 to F - 11


                                       20
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Pro Squared, Inc.
Houston, Texas

We have audited the accompanying balance sheet of Pro Squared, Inc. as of
December 31, 2004 and the related statements of operations, stockholders'
deficit, and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of Pro Squared, Inc.'s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pro Squared, Inc. as of
December 31, 2004 and the results of its operations and its cash flows for the
periods described in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that Pro
Squared, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Pro Squared, Inc. suffered recurring losses from
operations and has a working capital deficiency, which raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas


March 28, 2005


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Pro Squared, Inc.
Houston, Texas

We have audited the accompanying statements of operations, shareholders'
deficit, and cash flows of Pro Squared, Inc. (a Texas Corporation) for the year
ended December 31, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Pro Squared, Inc. and its
cash flows for the periods described in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and has a net working capital deficiency. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to those matters also are described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Thomas Leger & Co., L.L.P.

March 26, 2004
Houston, TX


                                      F-2
<PAGE>

                                PRO SQUARED, INC.
                                  BALANCE SHEET
                                December 31, 2004




                                     ASSETS

       TOTAL ASSETS                                        $         --
                                                           ============

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
    Bank Overdraft                                         $      8,200

    Accounts Payable                                             26,814
    Accrued Liabilities                                         232,350

    Advances from Parent Company                                421,562
                                                           ------------
       Total Current Liabilities                                688,926
                                                           ------------


Commitments                                                          --

Stockholders' Deficit:
    Preferred Stock - $.001 par value; 10,000,000 shares
          authorized,  none issued and outstanding
    Common Stock - $0.001 par value; 200,000,000 shares
       authorized, 59,044,266 issued and outstanding             59,044

    Additional Paid-in Capital                                  785,551
    Accumulated Deficit                                      (1,533,521)
                                                           ------------
       Total Stockholders' Deficit
                                                               (688,926)
                                                           ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $         --
                                                           ============



See accompanying summary of accounting policies and notes to financial
statements.


                                      F-3
<PAGE>

                                PRO SQUARED, INC.
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003


                                                2004            2003
                                            ------------    ------------

CONSULTING REVENUE                          $      6,000    $  1,084,512


COST OF CONSULTING REVENUE                         1,140         434,953
                                            ------------    ------------


GROSS PROFIT                                       4,860         649,559
                                            ------------    ------------

GENERAL AND ADMINISTRATIVE

    Salaries and benefits                         12,220         489,562

    Professional and consulting                  326,315         115,284

    Bad debt expense                                  --         100,794

    Travel and entertainment                         717          80,875

    General and administrative, other             24,873         189,260
                                            ------------    ------------
Total general and administrative
                                                 364,125         975,775
                                            ------------    ------------


Loss from Operations                            (359,265)       (326,216)


Interest Income (Expense)                          1,993        (113,899)
                                            ------------    ------------

NET LOSS                                    $   (357,272)   $   (440,115)
                                            ============    ============


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

Basic and diluted weighted average shares
outstanding                                   59,044,266      59,044,266



See accompanying summary of accounting policies and notes to financial
statements.


                                      F-4
<PAGE>

                                PRO SQUARED, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
               Years ended December 31, 2003 and December 31, 2004

<TABLE>
<CAPTION>
                                     Common Stock           Additional                        Stock
                             ---------------------------     Paid-in       Accumulated     Subscription
                                Shares         Amount        Capital         Deficit        Receivable        Total
                             ------------   ------------   ------------    ------------    ------------    ------------
<S>                          <C>            <C>            <C>             <C>             <C>             <C>
Balance, December 31, 2002     59,044,266   $     59,044   $    318,845    $   (736,134)   $     (2,609)   $   (360,854)

Contributed capital by
parent                                 --             --        158,000              --              --         158,000

Stock subscription
receivable

   write off                           --             --         (2,609)             --            2609              --


Net Loss                               --             --             --        (440,115)             --        (440,115)
                             ------------   ------------   ------------    ------------    ------------    ------------
Balance, December 31, 2003     59,044,266         59,044        474,236      (1,176,249)             --        (642,969)

Warrant expense                                                 311,315                                         311,315


Net loss                               --             --             --        (357,272)                       (357,272)

                             ------------   ------------   ------------    ------------    ------------    ------------
Balance, December 31, 2004     59,044,266   $     59,044   $    785,551    $ (1,533,521)   $         --    $   (688,926)
                             ============   ============   ============    ============    ============    ============
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.


                                      F-5
<PAGE>

                                PRO SQUARED, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                            2004            2003
                                                        ------------    ------------
<S>                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Loss                                         $   (357,272)   $   (440,115)

    Adjustments to reconcile net loss to cash
    provided by (used in) operating activities:

       Depreciation and amortization                              --          21,580

          Warrant expense                                    311,315              --

    Net Changes in:

       Accounts receivable                                     3,475         425,659

       Unbilled receivable                                        --          32,118

       Prepaid expenses and other current assets                  --          24,516

       Bank overdraft                                          8,200              --

       Accounts payable                                      (34,982)       (148,698)

       Accrued liabilities and interest payable             (146,029)        197,910
                                                        ------------    ------------
       NET CASH PROVIDED BY

           (USED IN) OPERATING ACTIVITIES                   (215,293)        112,970
                                                        ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

       Sales of fixed assets                                      --          23,917
                                                        ------------    ------------

       NET CASH PROVIDED BY INVESTING ACTIVITIES                  --          23,917
                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

       Contributed capital by parent                              --         110,000

       Payment on notes payable to shareholder                    --         (35,007)

       Net change in advances from parent company            177,301         194,262

       Net payments on note payable                               --        (359,263)

       Checks drawn in excess of bank balances                    --          (8,887)
                                                        ------------    ------------
       NET CASH PROVIDED BY

           (USED IN) FINANCING ACTIVITIES                    177,301         (98,895)
                                                        ------------    ------------


       NET CHANGE IN CASH AND CASH EQUIVALENTS               (37,992)         37,992
       CASH AND CASH EQUIVALENTS

           AT BEGINNING OF PERIOD                             37,992              --
                                                        ------------    ------------
       CASH AND CASH EQUIVALENTS
           AT END OF PERIOD                             $         --    $     37,992
                                                        ============    ============

       Supplemental Non-cash Transactions:
           Interest paid                                $         --    $    131,345

           Reduction in subscription receivable                   --           2,609
           Reduction of notes payable to shareholder:

              Contributed capital by parent                       --          48,000

              Increase in payable to parent                       --          50,000
</TABLE>


See accompanying summary of accounting policies and notes to financial
statements.


                                      F-6
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

1.ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND ORGANIZATION

Pro Squared, Inc. ("Pro Squared") was organized on July 24, 2001. Through June
30, 2003, Pro Squared provided project management and integration consulting
services throughout the United States. During March 2003, Global Boulevard
International, Inc. ("Global") acquired substantially all of the issued and
outstanding common shares of Pro Squared from its shareholders in a reverse
merger. As consideration for the Pro Squared common shares, Global issued and
exchanged 49,720,500 shares of its common stock for 99.3% of Pro Squared's
outstanding common stock. As a result, Pro Squared is substantially a wholly
owned subsidiary of Global.

The name of Global was changed to The Project Group, Inc. ("The Project Group").

Effective July 1, 2003, all operations for the consolidated group were
thereafter performed at The Project Group and effective December 31, 2003 all
expenses through September 30, 2004 were borne by The Project Group. In December
2003, all the property and equipment of Pro Squared were transferred to The
Project Group at net book value. During the fourth quarter of 2004, Pro Squared
was reactivated to develop closed loop Radio Frequency Identification ("RFID")
solutions for clients, and to market related equipment and software. RFID
technology replaces traditional, less reliable bar codes.

BASIS OF PRESENTATION

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

USE OF ESTIMATES

In preparing financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheet
and revenue and expenses in the statement of expenses. Actual results could
differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, Pro Squared considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

REVENUE RECOGNITION

Pro Squared recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectibility is reasonably assured. For the years ended December 31, 2004
and 2003, Pro Squared has $6,000 and $1,084,512, respectively, in consulting
revenues.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Bad debt expense is recognized based on management's estimate of likely losses
per year, based on past experience and an estimate of current year uncollectible
amounts. Pro Squared had no accounts receivable as of December 31, 2004 and
there was no allowance for doubtful accounts as of December 31, 2004.


                                      F-7
<PAGE>

1.ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES "(cont'd)"

INCOME TAXES

Pro Squared recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. Pro Squared provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

STOCK-BASED COMPENSATION

Pro Squared adopted the disclosure requirements of Financial Accounting Standard
No. 123, Accounting for Stock-Based Compensation (FAS No. 123) and FAS No. 148
with respect to pro forma disclosure of compensation expense for options issued.
For purposes of the pro forma disclosures, the fair value of each option grant
is estimated on the grant date using the Black-Scholes option-pricing model.

Pro Squared applies APB No. 25 in accounting for stock options issued to
employees and, accordingly, no compensation cost has been recognized in Pro
Squared's financial statements for stock options which on the date of grant the
exercise price per share was equal to or exceeded the market price per share.
There were no options granted to employees in 2004 or 2003.

Compensation expense for equity instruments 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.

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 Pro Squared and are dispersed
over a wide geographic area.

For the year ended December 31, 2004, one customer accounted for 100% of
revenues and 100% of cost of sales was from one supplier, which was The Project
Group.

NET LOSS PER SHARE

The basic net loss per common share is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted net loss per
common share is computed by dividing the net loss adjusted on an "as if
converted" basis, by the weighted average number of common shares outstanding
plus potential dilutive securities. For the years ended December 31, 2004 and
2003, potential dilutive securities had an anti-dilutive effect and were not
included in the calculation of diluted net loss per common share.

RECENT ACCOUNTING PRONOUNCEMENTS


In December 2004, FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment", that focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees."
Beginning with our quarterly period that begins January 1, 2006, we will be
required to expense the fair value of employee stock options and similar awards.
As a public company, we are allowed to select from two alternative transition
methods, each having different reporting implications. The impact of SFAS No.123
has not been determined at this time.


                                      F-8
<PAGE>

1.ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES "(cont'd)"

In December 2003, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 46R, "Consolidation of Variable Interest Entities" (FIN 46R).
FIN 46R states that companies that have exposure to the economic risks and
potential rewards from another entity's assets and activities have a controlling
financial interest in a variable interest entity should consolidate the entity,
despite the absence of clear control through a voting equity interest. The
consolidation requirements apply to all special-purpose entities by the end of
the first reporting period ending after December 15, 2003. FIN 46R shall be
applied to all variable interest entities by the end of the first reporting
period ending after December 15, 2004 for enterprises that are small business
issuers. The Company does not expect the adoption of FIN 46R to have a material
effect on its financial statements.

In December 2004, the FASB published the following two final FASB Staff
Positions, effective immediately. FAS 109-1, "Application of FASB Statement
No.109, Accounting for Income Taxes, to the Tax Deduction on Qualified
Production Activities Provided by the American Jobs Creation Act of 2004,"
giving guidance on applying FASB Statement No. 109, Accounting for Income Taxes,
to the tax deduction on qualified production activities provided by the American
Jobs Creation Act of 2004. FAS 109-2 "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of
2004" provides guidance on the Act's repatriation provision. At this time the
Company does not believe that the adoption of FAS 109-1 or FAS 109-2 will have a
material impact on its financial position, results of operations or cash flows.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment
of ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in
ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, handling costs, and wasted material
(spoilage). Among other provisions, the new rule requires that items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
be recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective
for fiscal years beginning after June 15, 2005. The Company does not expect the
adoption of SFAS No. 151 to have a material effect on its financial statements.

In November 2004, the FASB Emerging Issues Task Force (EITF) reached a consensus
in applying the conditions in Paragraph 42 of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
Discontinued Operations" (EITF 03-13). Evaluation of whether operations and cash
flows have been eliminated depends on whether (1) continuing operations and cash
flows are expected to be generated, and (2) the cash flows, based on their
nature and significance, are considered direct or indirect. This consensus
should be applied to a component that is either disposed of or classified as
held for sale in fiscal periods beginning after December 15, 2004.

Pro Squared does not expect the adoption of any other recently issued accounting
pronouncements to have a significant impact on Pro Squared's results of
operations, financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Pro Squared incurred
recurring net losses of $357,272 and $440,115 in 2004 and 2003, respectively,
has an accumulated deficit of $1,533,521 and a working capital deficit of
$688,926 as of December 31, 2004. These conditions raise substantial doubt as to
Pro Squared's ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if Pro Squared is unable
to continue as a going concern.

Pro Squared transferred all operations to The Project Group effective June 30,
2003 and was inactive through October 1, 2004. During the fourth quarter of
2004, Pro Squared was reactivated to develop closed loop RFID solutions for
clients, and to market related equipment and software. Since Pro Squared
temporarily ceased operations in 2003, Pro Squared continues to be dependent on
advances from its parent to fund payment of liabilities; also since 2005 will be
the first year of RFID solutions operations, additional advances will be
required to fund expenses, equipment needs and working capital until the new
operation becomes profitable. However there is no assurance that such advances
will be available or operations will become profitable in the future.


                                      F-9
<PAGE>

NOTE 3 - COMMITMENTS

LEASE

During 2004, Pro Squared shared office space with The Project Group. Office
space is under a month-to-month agreement. Rental expense for 2004 and 2003, was
$0 and $12,709, respectively.

CONSULTING AGREEMENTS

Pro Squared entered into a three-year consulting arrangement with an individual
dated July 31, 2001, which was amended January 1, 2002. The arrangement provided
for payments of $5,000 per quarter beginning 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 individual has waived all payments, and the
arrangement was cancelled during the first quarter of 2004.

NOTE 4 - INCOME TAXES

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2004 are
as follows:

Deferred tax assets:
                  Net operating loss carryforward       $      309,726
                  Less: valuation allowance                   (309,726)
                                                        --------------
                  Net current deferred tax assets       $            -
                                                        ==============

Pro Squared has net operating loss carryforwards of $910,957 as December 31,
2004 which expire in the year 2021 and 2024. Pro Squared files a consolidated
tax return with The Project Group.

NOTE 5 - ACCRUED LIABILITIES

Pro Squared owes approximately $232,000 in payroll taxes, including penalty and
interest at December 31, 2004, all relating to taxes for years 2003 and prior.

NOTE 6 - DEBENTURES CONVERTIBLE INTO PRO SQUARED SHARES

On November 23, 2004, The Project Group issued two year $335,000 12% convertible
debentures in exchange for 9,569,000 shares of common stock of Power Technology,
Inc. The debentures include provisions allowing the holder to convert the
unpaid/unconverted portion of the debenture and unpaid interest to shares of Pro
Squared common stock (for 67% of the to be outstanding Pro Squared shares, if
fully converted under this option). Pro Squared has guaranteed the obligations
of The Project Group with respect to the delivery of shares of Pro Squared
common stock should the holder of the debentures elect to accept Pro Squared
common stock in payment of principal and/or interest.

Pro Squared also entered into an agreement to pay the holder of the debenture
$5,000 per month beginning October, 2004, for consulting services for the RFID
initiative and for assistance with corporate structuring and investor related
matters. Warrants to purchase 5,000,000 shares at $.04 per share were issued in
conjunction with the consulting agreement. Using the Black-Scholes option
pricing method, a fair value of $311,315 was attributed to the warrants.


                                      F-10
<PAGE>

NOTE 7- WARRANTS

There were 5,000,000 warrants granted during 2004.

The weighted average fair value of the stock options granted during 2004 and
2003 was $.035 and $.00, respectively. Variables used in the Black-Scholes
option-pricing model include (1) 3% risk-free interest rate, (2) expected option
life is the actual remaining life of the options as of each year end, (3)
expected volatility was 159.33%, and (4) zero expected dividends.

Summary information regarding warrants is as follows:
<TABLE>
<CAPTION>
                                                                                         Weighted
                                                                                          Average
                                                               Warrants                 Share Price
                                                              ----------                ------------
<S>                                                           <C>                       <C>
Outstanding at December 31, 2003                                       -                $          -

Year ended December 31, 2004:
    Granted                                                    5,000,000                         .04
    Exercised                                                          -                           -
                                                               ---------                ------------
Outstanding at December 31, 2004                               5,000,000                $        .04
                                                               =========                ============
</TABLE>

Warrants outstanding and exercisable as of December 31, 2004:

<TABLE>
<CAPTION>
                                                    - - Outstanding - -               Exercisable
                                             Number           Remaining                 Number
                      Exercise Price        of Shares               life               of Shares
                   -----------------     ------------         -------------          ------------
                   <S>                   <C>                  <C>                    <C>
                        $0.04               5,000,000               3 years             5,000,000
                                         ------------                                ------------
                                            5,000,000                                   5,000,000
                                         ============                                ============
</TABLE>


NOTE 8- SUBSEQUENT EVENTS

In conjunction with the commencement of the RFID initiative in the first quarter
2005, Pro Squared entered into a three-year employment agreement with Raphael
Feldman to perform as President of Pro Squared. As part of the agreement Mr.
Feldman received 1,000,000 shares of The Project Group common stock (fair value
of $55,000). In return Pro Squared received RFID related equipment; certain
processes, intellectual property and applications for delivery to RFID clients;
RFID applications and demos; and client lists.


                                      F-11
<PAGE>

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

In October 2004, the Company was notified of the resignation of Thomas Leger &
Co, L.L.P. ("TL&Co") as the Company's independent certifying accountants. On the
same date, the Company appointed Malone & Bailey, PC ("M&B") as the Company's
new independent certifying accountants. The decision to appoint M&B was
recommended and approved by the Company's board of directors.

TL&Co's reports on the financial statements for the years ended December 31,
2003 and December 31, 2002 did not contain an adverse opinion or disclaimer, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.

During the Company's two most recent fiscal years and any subsequent interim
period preceding the dismissal of TL&Co, there were no disagreements with TL&Co
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s) if not
resolved to the satisfaction of TL&Co, would have caused TL&Co to make reference
to the subject matter of the disagreement(s) in connection with its report.

During the Company's two most recent fiscal years and any subsequent interim
period preceding the dismissal of TL&Co, there have been no reportable events of
the type required to be disclosed by Item 304(a)(1)(v) of Regulation S-K.

Prior to the engagement of M&B, the Company did not consult with such firm
regarding the application of accounting principles to a specific completed or
contemplated transaction, or any matter that was either the subject of a
disagreement or a reportable event. The Company also did not consult with M&B
regarding the type of audit opinion which might be rendered on the Company's
financial statements and no oral or written report was provided by M&B.

Item 8A. Controls and Procedures

As of the end of the period covered by this report, the Company has evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures under the supervision and with the participation of its chief
executive officer ("CEO") and chief financial officer ("CFO"). Based on this
evaluation, management, including the CEO and CFO, concluded that the Company's
disclosure controls and procedures were effective except that reports cannot be
filed on time and that numerous significant adjustments were required. We are
working to upgrade our accounting department and cash flow ability to make
timely and accurate reporting possible.

During the quarter ended December 31, 2004, there were no significant changes in
the Company's internal controls over financial reporting that materially
affected, or are reasonably likely to materially affect, internal controls over
financial reporting.

Item 8B.  Other Information

None


                                       32
<PAGE>

                                    PART III

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

The Company's executive officers and directors, and their ages and positions as
of April 13, 2005 are as follows:

                 Name         Age      Positions and Offices Held

Raphael Feldman                52      President
Craig Crawford                 52      Chairman, Chief Executive Officer, Chief
                                       Financial Officer and Director
William H. Moebius             74      Director
John Winchester                58      Director
Emmett R. McCoppin, Sr.        49      Director
Sean Hanson                    45      Director,

The Company's directors serve for a term of one year or until their successors
are elected by the shareholders. The Company's executive officers are elected by
our board of directors and serve terms of one year or until their death,
resignation or removal by the board of directors.

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.

Raphael Feldman has served as President of Pro Squared since January 2005. From
January to May 2005 Mr. Feldman served as CEO. Feldman has 26 years experience
in technology consulting, including over 15 years focused on RFID applications
and solutions. Prior to joining Pro Squared, Mr. Feldman founded and served as
Chief Executive Officer of Sysgen, a full service privately held Internet and
information technology consulting firm focused on web development, network
infrastructure and RFID solutions. The RFID solutions consulting services
practice of Sysgen was transferred to Pro Squared upon Mr. Feldman's joining the
Company. Mr. Feldman Continues to serve as Chief Executive Officer of Sysgen.

Craig Crawford has served as Chief Executive Officer, Chief Financial Officer
and a Director of Pro Squared since inception in 2001, as Chairman of the Board
since 2005 and served as President and Chief Executive Officer from inception
until January 2005 and served as Chief Executive Officer since May 2005. Mr.
Crawford has served as President, Chief Executive Officer and a Director of Pro
Squared's parent, The Project Group, Inc., since 2003. Mr. Crawford has over 25
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 President of Genisys Information Systems, Inc., a software
consulting company.

William H. Moebius has served as a Director of Pro Squared since 2001 and served
as Chairman of the Board from 2001 to January 2005. Mr. Moebius has served as
Chairman of The Project Group ("the parent") since 2003. Mr. Moebius has over 40
years of experience in the construction and management of process facilities
worldwide. From 1997 through 2001, Mr. Moebius served as a consultant for
Genisys Information Systems, Inc. From 1991 to 1997, Mr. Moebius served as Vice
President of Construction for Coastal Corporation where Mr. Moebius was
responsible for millions of dollars of successful projects at Coastal facilities
internationally. Mr. Moebius has also served in Senior Management positions,
including President, in a number of engineering and construction companies. Mr.
Moebius received his Bachelor of Science degree in Engineering from Yale
University School of Engineering.

John Winchester has served as a Director of Pro Squared since 2001 and served as
Senior Vice President of Pro Squared from 2001 to 2003. Mr. Winchester has
served as Senior Vice President and Director of The Project Group since 2003.
Mr. Winchester has over 32 years of experience in corporate systems data
processing, including accounting, inventory and manufacturing control in a wide
range of industries. 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.


                                       33
<PAGE>

Emmett R. McCoppin, Sr. has served as a Director of Pro Squared since 2001 and
served as Chief Techology Officer from 2001 to 2003. Mr. McCoppin has served as
Chief Technology Officer and Director of The Project Group since 2003. Mr.
McCoppin has over 16 years of experience developing software for special
applications within the scope of project management and budget tracking systems
for government compliance programs. From 1997 through 2001 Mr. McCoppin served
as a senior consultant/programmer for Genisys Information Systems, Inc.

Sean Hanson has served as a Director of Pro Squared since 2001 and served as
Secretary and Treasurer from 2001 to 2003. Mr. Hanson has served as a Director,
Treasurer and Secretary of The Project Group since 2003. Mr. Hanson has over 20
years of experience in a broad variety of responsible positions planning and
construction process facilities for the petrochemical industry. 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.

Committees of the Board

The Company does not presently maintain an audit committee, a compensation
committee, a nominating committee or any other committees of the board of
directors. Similarly, the Company does not have an "audit committee financial
expert".

At such time as the Board determines that the size and scope of the Company's
operations and its available financial resources warrant such, the Company
expects to seek to add independent directors and to form committees to perform
the functions of an audit committee, compensation committee and nominating
committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own beneficially more than ten
percent of the Company's common stock, to file reports of ownership and changes
of ownership with the SEC. Based solely on the reports received by the company
and on written representations from certain reporting persons, the Company
believes that the directors, executive officers and greater than ten percent
beneficial owners have complied with all applicable filing requirements, except
that Raphael Feldman failed to file a Form 3 reporting his initial appointment
as an officer.


                                       34
<PAGE>

Item 10. Executive Compensation.

The following table sets forth information concerning cash and non-cash
compensation paid or accrued for services in all capacities to the Company
during the year ended December 31, 2004 of each person who served as the
Company's Chief Executive Officer during 2004 and the next four most highly paid
executive officers whose salary exceeded $100,000 (the "Named Officers").

                         Summary Compensation Table (1)

<TABLE>
<CAPTION>
                                                                                               Long-Term
                                                        Annual Compensation                   Compensation
                                         -------------------------------------------------- -----------------
Name and                                    Salary           Bonus             Other             Stock
Principal Position              Year          ($)             ($)               ($)             Options
----------------------------- ---------- -------------- ----------------- ----------------- -----------------
<S>                           <C>        <C>            <C>               <C>               <C>
Raphael Feldman,
  President and Chief           2004                 -                 -                 -                 -
  Executive Officer (2)         2003                 -                 -                 -                 -
                                2002                 -                 -                 -                 -
Craig Crawford,
  President and Chief           2004            10,102                 -                 -                 -
  Executive Officer (2)         2003                 0                 -                 -                 -
                                2002           118,320                 -                 -                 -
</TABLE>


(1)      Excludes amounts paid by the Company's parent, The Project Group, Inc.,
         for services to the parent company. Also excludes 1,000,000 shares of
         common stock of The Project Group, Inc. issued to Mr. Feldman.

(2)      Mr. Feldman served as Chief Executive Officer from January 2005 until
         May 2005. Mr. Crawford served as Chief Executive Officer prior to, and
         after, Mr. Feldman's term as Chief Executive Officer.

The Company currently pays no compensation for service of directors. The Company
may consider payment of certain amounts to attract the services of independent
directors.

The Company entered into an employment agreement with Raphael Feldman on January
10, 2005. Under the three-year agreement he was awarded 1,000,000 shares of The
Project Group, Inc. common stock; in addition, he is to be paid $140,000 per
annum and is entitled to a commission of 5% on personally generated gross sales
receipts in year one, a commission of 2.5% in year two, and 1.0% in year three.

The Company presently has no employment agreements with any of its officers or
employees, except Raphael Feldman, but expects to enter into employment
agreements with key employees, to implement comprehensive compensation
arrangements with its officers and to adopt benefit plans in the future at the
discretion of the Board of Directors to attract and retain officers and key
employees

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth information as of May 15, 2005, based on
information obtained from the persons named below, with respect to the
beneficial ownership of shares of our common stock held by (i) each person known
by us to be the owner of more than 5% of our outstanding shares of common stock,
(ii) each director, (iii) each named executive officer, and (iv) all executive
officers and directors as a group:

<TABLE>
<CAPTION>
Name and Address                                       Number of Shares                      Percentage
of Beneficial Owner (1)                              Beneficially Owned (2)                   of Class
-----------------------                              ----------------------                   --------
<S>                                                  <C>                                      <C>
Directors and Named Executive Officers

Raphael Feldman                                                  0                               0.0%

Craig Crawford                                                   0     (3)                       0.0%


                                       35
<PAGE>

William H. Moebius                                               0     (3)                       0.0%

John Winchester                                                  0     (3)                       0.0%

Emmit R. McCoppin, Sr.                                           0     (3)                       0.0%

Sean Hanson                                                      0     (3)                       0.0%

All directors and executive officers
 as a group (6 persons)                                          0     (3)                       0.0%

5% Shareholders

The Project Group, Inc. (4)                             58,654,266                              99.3%
----------
</TABLE>

(1)   Unless otherwise indicated, each beneficial owner has both sole voting and
      sole investment power with respect to the shares beneficially owned by
      such person, entity or group. The number of shares shown as beneficially
      owned include all options, warrants and convertible securities held by
      such person, entity or group that are exercisable or convertible within 60
      days of May 15, 2005.

(2)   The percentages of beneficial ownership as to each person, entity or group
      assume the exercise or conversion of all options, warrants and convertible
      securities held by such person, entity or group which are exercisable or
      convertible within 60 days, but not the exercise or conversion of options,
      warrants and convertible securities held by others shown in the table.

(3)   Excludes any interest in shares held by The Project Group, Inc. Messrs.
      Crawford, Moebius, Winchester, McCoppin and Hanson are each officers
      and/or directors of The Project Group, Inc. and each hold shares of common
      stock and/or convertible preferred stock in The Project Group, Inc.

(4)   Address is 333 N. Sam Houston Parkway E., Suite 275, Houston, Texas 77060.
      After giving effect to the Reverse Split, The Project Group will hold
      approximately 3,476,880 shares of the Company's common stock.

The Project Group, Inc. has announced its intent to distribute to its
shareholders a portion of its common stock holdings in the Company during the
second quarter of 2005.

Item 12. Certain Relationships and Related Transactions.

On June 28, 2002 the Company entered into a secured promissory note payable of
$50,000 with a shareholder of the Company. The notes bore interest at 18%. The
note was repaid during 2003.

On May 28, 2003, the Company approved a resolution modifying the terms of a
$98,000 note payable to a shareholder of the Company. The warrants previously
issued with the note payable were modified to reflect an exercise price of $0.11
per share for the purchase of 1,000,000 pre-split shares of the parent company's
stock. On May 28, 2003 the parent company 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. The warrants were exercised during 2003.
During 2003 the Shareholder converted the note into shares of the parent
company's common stock.

In March 2003, and in connection with our becoming a subsidiary of Global
Boulevard International, Inc. (now known an The Project Group, Inc.), the
officers and directors exchanged their shares of Pro Squared, Inc. for shares of
The Project Group, Inc. Pursuant to the agreement dated March 26, 2003, our then
officers and directors, who were also the officers and directors of The Project
Group, Inc., were granted an option to convert all of their The Project Group,
Inc. Common Stock into a designated class of Class A preferred shares of The
Project Group, Inc. that will offer voting rights identical to those rights of
holders of common shares


                                       36
<PAGE>

Item 13. Exhibits

Exhibit
Number                      Description
------                      -----------

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. (incorporated by
                reference to the exhibits to the Company's Form 8-K on March 28,
                2003)

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

3.2             Amended Certificate of Incorporation of Pro Squared, Inc.
                (incorporated by reference to the exhibits to the Company's Form
                10-SB filed with the Commission on January 11, 2002)

3.3             Bylaws of Pro Squared, Inc. (incorporated by reference to the
                exhibits to the Company's Form 10-SB filed with the Commission
                on January 11, 2002)

10.1            Employment agreement dated January 10, 2005 with Ralph Feldman

10.2*           Consulting Agreement with Tim Connolly

31.1*           Certification of Principal Executive Officer and Principal
                Financial Officer pursuant to Exchange Act Rule 13a-14(a), as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002

32.1*           Certification of Principal Executive Officer and Principal
                Financial Officer Pursuant to 18 U.S.C 1350, as adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002

-------------------------
*        Filed herewith

Item 14.  Principal Accountant Fees and Services.

Fees Paid to Independent Public Accountants

The following table presents fees for professional audit services rendered by
Malone & Bailey, PLLC and Thomas Leger & Co., L.L.P. for the audits of the
Company's annual financial statements for the years ended December 31, 2004 and
December 31, 2003 and fees billed for other services rendered by Malone &
Bailey, PLLC and Thomas Leger & Co., L.L.P. during those periods.

                          Fiscal 2004  Fiscal 2003
                           ----------   ----------

      Audit fees (1)       $   16,350   $   12,800
      Audit related fees
      Tax fees                               1,750
      All other fees
                           ----------   ----------
          Total            $   16,350   $   14,550
                           ==========   ==========

(1) Audit Fees consist of fees billed for professional services rendered for the
audit of the Company's annual financial statements and review of the interim
financial statements included in quarterly reports and services that are
normally provided in connection with statutory and regulatory filings or
engagements.

Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditor

At such time, if ever, as the Company forms an audit committee, the Company
intends that the audit committee will establish a specific policy relating to


                                       37
<PAGE>

pre-approval of all audit and non-audit services provided by the Company's
independent auditors. As the Company does not presently maintain an audit
committee, no such policy has been adopted to date.

                                   SIGNATURES

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

                                               PRO SQUARED, INC.

Date: May 23, 2005                         By: /s/ Craig Crawford
                                               ---------------------------------
                                               Craig Crawford
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, 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>
         Name                                        Title                         Date
         ----                                        -----                         ----
<S>                                 <C>                                         <C>
/s/ Craig Crawford                  Chairman, Chief Executive Officer,          May 23, 2005
-----------------------------       Chief Financial Officer and Director
Craig Crawford                      (Principal Financial and Accounting Officer)


/s/ William H. Moebius              Director                                    May 23, 2005
-----------------------------
William H. Moebius


/s/ John Winchester                 Director                                    May 23, 2005
-----------------------------
John Winchester


/s/ Emmett R. McCoppin, Sr.         Director                                    May 23, 2005
-----------------------------
Emmett R. McCoppin, Sr.


/s/ Sean Hanson                     Director                                    May 23, 2005
-----------------------------
Sean Hanson
</TABLE>

                                       38