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

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

For the fiscal year ended:  December 31, 2003

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

For the transition period from_________to__________

Commission file Number 0-33493

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

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

333 North Sam Houston Parkway East
Suite 275, Houston, Texas                                         77060
--------------------------------------                         ------------
(Address of principal executive offices)                        (Zip Code)

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

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

Title of each class                                      Name of exchange on
                                                           which registered

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

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

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

            Indicate  by check mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] NO [ ]

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

      State issuer's revenues for its most recent fiscal year: $1,084,512.

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

      As of April 13, 2004 there  59,044,266 were shares of the Company's Common
Stock, $0.001 par value, issued and outstanding.

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

<PAGE>

                               INTRODUCTORY NOTE

         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. Such forward-looking  statements involve known and unknown risks,
uncertainties and other factors which 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 which 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

Overview

      Pro Squared,  Inc. is a Texas corporation,  incorporated on July 24, 2001,
and was a provider of project  management  services and a technology  consulting
firm. On March 26, 2003, Global Boulevard International,  Inc. ("GBBV ") entered
into an Agreement and Plan of Reorganization,  (the "Reorganization  Agreement")
which sets forth the terms and conditions of a proposed business  combination of
between GBBV and us. Pursuant to the Reorganization  Agreement, our shareholders
exchanged 99.5% of our outstanding  shares of common stock for 49,720,500  newly
issued,  shares of GBBV. As a result of such  transaction,  we became a majority
owned subsidiary of GBBV. GBBV was subsequently  renamed The Project Group, Inc.
Effective July 1, 2003, all operations for the consolidated  group are performed
at The Project Group, Inc. (the "Parent").  Our principal  executive offices are
located at 333 North Sam Houston Parkway East Suite 275, Houston,  Texas, 77060.
Our telephone number is (713) 622-1100 and our fax number is (713)622-1103.

      When we state that we provided project management  services,  we mean that
we teach and/or  provide the processes and system  designs used by companies for
project management, project cost control, project timeline development, resource
utilization  and risk  analysis  all  with a focus  towards  improving  a client
company's overall efficiency and operating or financial results. We also provide
technology  consulting  services  meaning  that we  review  a  client  company's
computer   systems,   internal   networks,   computer  file  servers  and  their
capabilities to support a proposed  project  desired by the client  company.  We
also prepare  computer  network  specifications  and provide  on-site  technical
assistance with computer networks to enable the client companies to manage their
project management systems via the Internet.  Project management consulting is a
highly  specialized and fragmented  market spread across various  industries and
governmental   entities.   With  new  technological  advances  in  software  and
management  training,  corporations and governments are beginning to realize the
value of  implementing  and  upgrading  their  project  management  systems  and
assessing the implementation of enterprise wide project management systems.

      Since July 1, 2003, we have no current business  operations and we make no
representation,  nor is any  intended,  that we will be able to carry on  future
business activities successfully. Further, we can give no assurance that we will
have the ability to acquire or merge with an other operating business,  business
opportunity  or  property  that  will be of  material  value to us.  We will not
restrict  our  search  to  any  specific  geographical   location,  and  we  may
participate in a business venture of virtually any kind or nature.

      The  Company  has not yet  determined  if it plans to seek or  identify  a
business   combination  with  a  private  entity  whose  business   presents  an
opportunity  for  Company  shareholders.  Before this  decision  can be made the
Company's management needs to review and evaluate business ventures for possible
mergers or  acquisitions.  The Company has not entered into any  agreement,  nor
does it have any commitment or  understanding to enter into or become engaged in
a transaction,  as of the date of this filing.  Further, the business objectives
discussed  herein are  extremely  general and are not  intended to restrict  the
discretion of the Company's management.


<PAGE>

Intellectual property

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

Employees

      We have no full or part-time employees.


You should  carefully  consider the  following  risks and the other  information
contained in this Annual Report.

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

      Since our inception on July 24, 2001 through the period ended December 31,
2003, the Company has generated losses totaling $1,176,249 resulting in negative
shareholders equity of $642,969, with a working capital deficit of $642,969.

Since the Company has ceased  operations,  the Company is  dependent on advances
from its Parent to fund  necessary  expenses  and fund  payment of  liabilities.
However there is no assurance that such advances will be available.


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

      There  is  currently  no   established   public  trading  market  for  our
securities.  A trading market in our securities may never develop.  If a trading
market does develop, it may not be sustained for any significant time.


Item 2. Properties.

      Our  principal  executive  offices  are  located at 333 North Sam  Houston
Parkway East Suite 275, Houston, Texas, 77060, which is leased by our Parent.

<PAGE>

Item 3. Legal Proceedings.

In April 2003,  we were named as a defendant in a civil action  initiated in the
53rd  Judicial   District  of  Travis   County,   Texas  brought  by  Collective
Technologies,  LLC  successor in interest to Collective  Technologies,  Inc. The
complaint  names several  defendants  including The Project  Group,  The Project
Group,  Inc.,  www.projectgroup.com  and Pro Squared.  The complaint  concerns a
collection  suit  brought  by  Collective  Technologies  claiming  that  we  are
obligated  to repay a debt  owed by  Mediatrain.  The  Company  has  never had a
business  relationship  with Collective and in the opinion of management and its
litigation  counsel,  the suit has no  basis.  The  claim is for an  unspecified
amount  including actual damages,  punitive  damages,  interest,  and attorney's
fees.  As of the  date of this  filing  we are  still  in the  initial  phase of
discovery, and it is too early for us to predict a range of exposure or a likely
outcome.  However,  we are actively  pursuing this case and anticipate moving to
dismiss the allegations against the Company.

Mr. Brian Wilson,  a former  employee and  contractor of Pro Squared,  Inc., has
claimed  with the Texas  Workforce  Commission  that Pro  Squared,  Inc. did not
properly pay him during his  employment.  The total amount of his initial  claim
was approximately  $94,889;  however, in subsequent  administrative reviews this
amount was reduced to  approximately  $30,000 by The Texas Workforce  Commission
under their  interpretation  of the Texas  Payday law. A decision was entered by
the Texas  WorkForce  Commission  in April 2004 finding no liability  for unpaid
wages and dismissing the case.



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

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

<PAGE>

                                    PART II

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

Shareholders

As of April 13, 2004, we had  approximately  twenty-nine  shareholders,  with an
aggregate of 59,044,266 shares of common stock outstanding.

Dividend Policy

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

Recent Sales of Unregistered Securities

      We issued no shares during the fourth  quarter of the year ended  December
31, 2003.

<PAGE>

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

      The  following  discussion  is  intended  to  provide an  analysis  of our
financial  condition  and  should  be read in  conjunction  with  our  financial
statements and the notes thereto. The matters discussed in this section that are
not historical or current facts deal with  potential  future  circumstances  and
developments.  Such forward-looking  statements include, but are not limited to,
our anticipated capital requirements and capital resources.

      Effective July 1, 2003, all future  operations for the consolidated  group
are performed at The Project Group,  Inc. (the "Parent").  Ongoing  expenses for
the Company are limited to  professional  fees,  costs related to receivables at
July 1, 2003, accruals of penalty and interest on unpaid payroll taxes and other
dormant company expense. See the financial statements of The Project Group, Inc.
at  September  30,  2003 for  consolidated  financial  position  and  results of
operations.

For the year ended December 31, 2003

(i)   To date we have raised funds  through the issuance of shares of our common
      stock,  borrowing and by factoring our accounts  receivable.  The funds we
      have raised to date have been applied  towards our  corporate  legal fees,
      accounting  fees,  lease  payments and our general day to day  operations.
      Since the  company has ceased  operations,  the  Company is  dependent  on
      advances  from its parent to fund  necessary  expense and fund  payment of
      liabilities.  However  there is no assurance  that such  advances  will be
      available.

      As of December 31, 2003, we had cash available of $37,992 and total assets
      of  $41,467,   with  total  current  liabilities  of  $684,436  and  total
      shareholder's deficit of $642,969.


<PAGE>



      (ii) Effective July 1, 2003,  all future  operations for the  consolidated
      group are performed at The Project Group, Inc. Computers and equipment and
      software development costs were transferred to the parent at book value on
      December 31, 2003.


Results of Operations

The  operations  for 2003 are for the six  months of  operations  ended June 30,
2003, and,  accordingly a comparison of results for the years ended December 31,
2003 and 2002 is not considered  meaningful.  See the Pro Squared 10-QSB at June
30 for a comparison of the six months ended June 30, 2003 and 2002. See the Form
10-QSB of The Project  Group,  Inc. at December 31, 2003 for a comparison of the
consolidated  financial  position and results of operations  for the years ended
December 31, 2003 and 2002.

Expenses since June 30, 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.


<PAGE>

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


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

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

<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities," ("FIN No. 46") as superseded in December 2003, by
FASB  issued  Interpretation  No.  46R,   "Consolidation  of  Variable  Interest
Entities-- an interpretation of ARB 51 ("FIN No. 46R"). FIN No. 46R requires the
primary  beneficiary of a variable  interest  entity ("VIE") to consolidate  the
entity and also requires majority and significant variable interest investors to
provide certain disclosures. A VIE is an entity in which the equity investors do
not have a  controlling  interest,  equity  investors  participate  in losses or
residual  interests  of the entity on a basis that  differs  from its  ownership
interest,  or the equity  investment  at risk is  insufficient  to  finance  the
entity's activities without receiving additional  subordinated financial support
from the other  parties.  FIN No. 46R is  applicable  for the  Company  starting
February  1,  2004.  We do not  expect  the  adoption  of FIN No.  46R to have a
material impact on our financial condition or results of operations.

In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity."  SFAS 150
changes the accounting for certain financial instruments under previous guidance
issuers  could  account for as equity.  It requires  that those  instruments  be
classified  as  liabilities  in  balance  sheets.  The  guidance  in SFAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003,  and otherwise is effective on July 1, 2003.  The adoption of SFAS
150 did not impact our financial position, cash flows or results of operations.

In December 2003, the SEC issued SAB 104. This staff accounting bulletin revises
or rescinds  certain  sections of SAB 101, which gives  interpretation  guidance
about revenue  recognition.  SAB 104 makes the interpretive  guidance of SAB 101
consistent with current  authoritative  accounting and auditing guidance and SEC
rules and  regulations.  The adoption of SAB 104 in the fourth quarter of fiscal
2004 did not impact our financial position, cash flows or results of operations.

<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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

IMPACT OF INFLATION

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

<PAGE>

Item 7. Financial Statements

                                PRO SQUARED, INC.

                                TABLE OF CONTENTS


                                                                     PAGE

Independent Auditor's Report                                         F - 1

Balance Sheet as of December 31, 2003                                F - 2

Statements of Operations for the Years ended
   December 31, 2003 and 2002                                        F - 3

Statements of Shareholders' Deficit for the Years ended
   December 31, 2003 and 2002                                        F - 4

Statements of Cash Flows for the Years ended
   December 31, 2003 and 2002                                        F - 5

Notes to the Financial Statements                                F - 6 to F - 12


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the  accompanying  balance  sheet of Pro Squared,  Inc. (a Texas
Corporation)  as of December 31, 2003 and the related  statements of operations,
shareholders'  deficit, and cash flows for the years ended December 31, 2003 and
2002.  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 auditing standards  generally accepted
in the  United  States of  America.  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, 2003 and the results of its  operations  and its cash flows for the
years ended December 31, 2003 and 2002 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 1. 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-1
<PAGE>

                                PRO SQUARED, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003
--------------------------------------------------------------------------------

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $    37,992
  Accounts receivable                                                     3,475
                                                                    -----------

TOTAL ASSETS                                                        $    41,467
                                                                    ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                                  $    61,795
  Accrued liabilities                                                   376,386
  Payable to parent company                                             244,262
  Accrued interest payable                                                1,993
                                                                    -----------

  Total current liabilities                                             684,436
                                                                    ===========

SHAREHOLDERS' DEFICIT
  Common stock, par value $.001, 200,000,000
      shares authorized, 59,044,266 shares issued
      and outstanding                                                    59,044
  Paid-in capital                                                       474,236
  Accumulated deficit                                                (1,176,249)
                                                                    -----------

  Total shareholders' deficit                                          (642,969)
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                         $    41,467
                                                                    ===========


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

                                      F-2

<PAGE>

                                PRO SQUARED, INC.
                  STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                           DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  2003                2002
                                                              ------------        ------------
<S>                                                           <C>                 <C>
CONSULTING REVENUE                                            $  1,084,512        $  1,588,562

COST OF CONSULTING REVENUE                                         434,953             661,941
                                                              ------------        ------------

GROSS PROFIT                                                       649,559             926,621
                                                              ------------        ------------

GENERAL AND ADMINISTRATIVE
  Salaries and benefits                                            489,562             907,063
  Professional and consulting fees                                 115,284             260,380
  Bad debt expense                                                 100,794              93,264
  Travel and entertainment                                          80,875              82,125
  General and administrative, other                                189,260             170,347
                                                              ------------        ------------

  Total expenses                                                   975,775           1,513,179
                                                              ------------        ------------

  Loss from operations                                            (326,216)           (586,558)

OTHER (INCOME) EXPENSE
  Interest expense                                                 113,899             136,352
  Recovery of receivables previously written off                        --             (20,929)
                                                              ------------        ------------

  Total other (income) expenses                                    113,899             115,423
                                                              ------------        ------------

  Loss before income taxes                                        (440,115)           (701,981)

INCOME TAX PROVISION                                                    --               4,133
                                                              ------------        ------------

  NET LOSS                                                    $   (440,115)       $   (697,848)
                                                              ============        ============

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

  Basic and diluted weighted average shares outstanding         59,044,266          59,044,266
                                                              ============        ============
</TABLE>

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

                                      F-3
<PAGE>

                                PRO SQUARED, INC.
                STATEMENTS OF SHAREHOLDERS' DEFICIT FOR THE YEARS
                        ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Paid                          Stock
                                                     Common Stock           In          Accumulated   Subscription
                                                Shares       Amount       Capital        Deficit       Receivable        Total
                                              ----------   -----------   -----------    -----------    -----------    -----------
<S>                                           <C>          <C>           <C>            <C>            <C>            <C>
Balance at January 1, 2002                    44,750,040   $    44,750   $    57,804    $   (38,286)   $   (17,700)   $    46,568

Stock issued for services                      1,640,000         1,640        80,336             --             --         81,976
Shareholders' loans converted to stock         1,500,000         1,500        13,500             --             --         15,000
Payable to shareholders converted to stock    10,069,226        10,069       123,790             --             --        133,859
Stock issued for cash                          1,085,000         1,085        43,415             --             --         44,500
Cash received                                         --            --            --             --         11,250         11,250
Reduction in accounts payable                         --            --            --             --          3,841          3,841
Net loss                                              --            --            --       (697,848)            --       (697,848)
                                              ----------   -----------   -----------    -----------    -----------    -----------

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

Contributed capital by parent                         --            --       158,000             --             --        158,000
Stock subscription receivable written off             --            --        (2,609)            --          2,609             --
Net loss                                              --            --            --       (440,115)            --       (440,115)
                                              ----------   -----------   -----------    -----------    -----------    -----------

Balance at December 31, 2003                  59,044,266   $    59,044   $   474,236    $(1,176,249)   $        --    $  (642,969)
                                              ==========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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

                                      F-4
<PAGE>

                                PRO SQUARED, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                              2003           2002
                                                            ---------      ---------
<S>                                                         <C>            <C>
OPERATING ACTIVITIES
  Net loss                                                  $(440,115)     $(697,848)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation and amortization                                21,580         14,637
  Stock issued for services                                        --         81,976
  Payables converted to stock                                      --        133,859
  Consulting agreement settlements                                 --        164,000
  (Increase) decrease in assets:
    Accounts receivable                                       425,659       (338,419)
    Unbilled receivable                                        32,118          9,999
    Note receivable                                                --         65,285
    Prepaid expense and other current assets                   24,516         (4,236)
  Increase (decrease) in liabilities:
    Accounts payable and deferred revenue                    (148,698)       200,197
    Accrued liabilities and interest payable                  197,910        (68,475)
    Income taxes                                                   --         (4,133)
                                                            ---------      ---------

    Net cash (used in) provided by operating activities       112,970       (443,158)

INVESTING ACTIVITIES
  (Purchase) sale of fixed assets                              23,917        (60,135)
                                                            ---------      ---------

    Net cash (used in) provided by investing activities        23,917        (60,135)
                                                            ---------      ---------

FINANCING ACTIVITIES
  Proceeds from shareholder loans                                  --         65,000
  Contributed capital by parent                               110,000             --
  Payment of notes payable to shareholder                     (35,007)       (14,993)
  Payable to parent                                           194,262             --
  Checks drawn in excess of bank balances                      (8,887)         8,887
  Proceeds from issuance of common stock                           --         44,500
  Net payments of note payable                               (359,263)       311,009
  Stock subscriptions received                                     --         11,250
                                                            ---------      ---------

Net cash (used in) provided by financing activities           (98,895)       425,653
                                                            ---------      ---------

INCREASE (DECREASE) IN CASH                                    37,992        (77,640)
CASH AT BEGINNING OF PERIOD                                        --         77,640
                                                            ---------      ---------
CASH AT END OF PERIOD                                       $  37,992      $      --
                                                            =========      =========

SUPPLEMENTAL INFORMATION
  Interest paid                                             $ 131,345      $ 111,593
  Common stock issued:
    In exchange for payables to shareholders                       --        133,859
    In exchange for shareholders' loans                            --         15,000
    For services                                                   --         81,976
  Conversion of consulting contract to note payable                --         98,000
  Payable from consulting agreement settlement                     --         66,000
  Reduction in subscriptions receivable                         2,609          3,841
  Reduction of notes payable to shareholder:                       --
    Contributed capital by parent                              48,000             --
    Increase in payable to parent                              50,000             --
</TABLE>

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

                                      F-5
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


1.  ORGANIZATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND ORGANIZATION

Pro Squared, Inc. was organized on July 24, 2001.

The Company  provides  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,
Inc. ("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 99.5% 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. ("parent").

Effective June 30, 2003,  all operations of the Company were  transferred to the
parent company.  In December 2003, all the property and equipment of the Company
were transferred to the parent company at net book value.

BASIS OF PRESENTATION

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

REVENUE RECOGNITION

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

CASH AND CASH EQUIVALENTS

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

ACCOUNTS RECEIVABLE

The Company utilizes the allowance method for determining the  collectibility of
its  accounts  receivable.  The  allowance  method  recognizes  bad debt expense
following  a  review  of the  individual  accounts  outstanding  in light of the
surrounding facts. Accounts receivables are reported at their outstanding unpaid
principal  balances  reduced by an  allowance  for  doubtful  accounts  based on
historical bad debts, factors related to specific customers'


                                       F-6
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


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

ability to pay and economic trends. The Company writes off accounts  receivables
against the allowance when a balance is determined to be uncollectible.

PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at cost  and are  depreciated  using  the
straight-line  method over the  estimated  useful  lives of the  assets,  or the
shorter of the useful lives.

Routine  repairs and  maintenance  costs are charged to  operations  as incurred
while the costs of significant  improvements are  capitalized.  All the property
and  equipment  was   transferred   to  the  parent  company  during  the  year.
Depreciation  expense for the year ended  December  31, 2003 and 2002 was $5,819
and $4,002, respectively.

INTANGIBLES

The Company has adopted  Statements  of Financial  Accounting  Standards No. 142
"Goodwill and Other Intangible  Assets." All the intangibles were transferred to
the parent  company  during the year.  Amortization  expense  for the year ended
December 31, 2003 and 2002 was $15,762 and $10,635, respectively.

INCOME TAXES

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

STOCK-BASED COMPENSATION

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


                                       F-7
<PAGE>


                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


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

USE OF ESTIMATES

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

RECLASSIFICATIONS

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

FAIR VALUE DISCLOSURE AT DECEMBER 31, 2003

The carrying  value of cash,  accounts  receivable,  accounts  payable,  accrued
liabilities  and notes  payable  are  reasonable  estimates  of their fair value
because of short-term maturity.

CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

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

For the year ended December 31, 2003 and 2002, the following customers accounted
for revenues greater than 10%:

                                         2003                   2002
                                         ----                   ----
Customer A                                35%                    10%
Customer B                                 -                     23%
Customer C                                15%                    21%
Customer D                                23%                     -

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

NET LOSS PER SHARE

Basic loss per share is computed by dividing  the net loss  available  to common
shareholders  by the weighted  average of common shares  outstanding  during the
year. Diluted per share amounts assume the conversion,  exercise, or issuance of
all  potential  common  stock  instruments  unless the effect is  anti-dilutive,
thereby reducing the loss or increasing the income per common share. Because the
Company  incurred  losses in 2003 and 2002,  the  inclusion  of those  potential
common shares in the calculation of diluted


                                       F-8
<PAGE>


                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


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

loss per share would have an anti-dilutive effect; therefore,  basic and diluted
per share amounts were the same in each of 2003 and 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities,"  ("FIN No. 46") as superseded in December 2003 by
FASB  issued  Interpretation  No.  46R,   "Consolidation  of  Variable  Interest
Entities--an  interpretation of ARB 51 ("FIN No. 46R"). FIN No. 46R requires the
primary  beneficiary of a variable  interest  entity ("VIE") to consolidate  the
entity and also requires majority and significant variable interest investors to
provide certain disclosures. A VIE is an entity in which the equity investors do
not have a  controlling  interest,  equity  investors  participate  in losses or
residual  interests  of the entity on a basis that  differs  from its  ownership
interest,  or the equity  investment  at risk is  insufficient  to  finance  the
entity's activities without receiving additional  subordinated financial support
from the other  parties.  FIN No. 46R is  applicable  for the  Company  starting
February  1,  2004.  We do not  expect  the  adoption  of FIN No.  46R to have a
material impact on our financial condition or results of operations.


In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity."  SFAS 150
changes the accounting  for certain  financial  instruments  that under previous
guidance issuers could account for as equity. It requires that those instruments
be  classified as  liabilities  in balance  sheets.  The guidance in SFAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003,  and otherwise is effective on July 1, 2003.  The adoption of SFAS
150 did not impact our financial position, cash flows or results of operations.


In December 2003, the SEC issued SAB 104. This staff accounting bulletin revises
or rescinds  certain  sections of SAB 101, which gives  interpretation  guidance
about revenue  recognition.  SAB 104 makes the interpretive  guidance of SAB 101
consistent with current  authoritative  accounting and auditing guidance and SEC
rules and  regulations.  The adoption of SAB 104 in the fourth quarter of fiscal
2004 did not impact our financial position, cash flows or results of operations.

GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business. However, the Company has suffered recurring losses from operations and
has experienced  cash flow problems.  The Company has transferred all operations
to its parent  company  effective June 30, 2003. The Company is dependent on its
parent company to provide its working capital.


                                       F-9
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


2.  ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

On October 9, 2002,  the Company  entered into an accounts  receivable  purchase
agreement  with a  shareholder  (Factor).  The agreement  allows for  acceptable
accounts  receivable to be sold and assigned to the Factor.  The Factor may then
hold back payment of an amount  equal to 10-20  percent of the gross face amount
sold.  At December 31, 2003 there were no  outstanding  accounts  receivable  or
related  notes  payable  since the  operations  were  transferred  to the parent
company. Under the arrangement,  the Company pays a fee of 3-10% of the accounts
receivable sold, depending on when the receivable is collected by the Factor and
approximates a 27% interest rate on the outstanding  balance. The Company sold a
significant portion of its accounts receivable and collects the remainder in the
ordinary course of business.

3.  LEASE

Through June 2003,  the Company  leased its office space under a  month-to-month
agreement with a shareholder. Rental expense under the agreement was $12,709 and
$18,000 for the years ended December 31, 2003 and 2002, respectively.

4.   INCOME TAXES

The following table sets forth a reconciliation  of the statutory federal income
tax for the years ended December 31, 2003 and 2002.

                                                         2003           2002
                                                       ---------      ---------
Loss before income taxes                               $(440,115)     $(701,981)
                                                       =========      =========

Income tax benefit computed at statutory rates         $(149,639)     $(238,674)
Permanent differences, nondeductible expenses              3,368          1,558
Increase in valuation allowance                          175,062        245,691
Other                                                    (28,791)       (12,708)
                                                       ---------      ---------

Tax Benefit                                            $      --      $  (4,133)
                                                       =========      =========


No federal  income taxes have been paid since the inception of the Company.  The
Company files a consolidated  tax return with the parent.  The Company has a net
operating loss carry forward of approximately $865,000 which will expire in 2021
through 2023.  The Company's net operating loss  carryforward  may be subject to
annual limitations, which



                                       F-10
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


4.  INCOME TAX (CONTINUED)

could  defer the  utilization  of the loss as a result of  ownership  changes as
defined in section 382 of the Internal Revenue Code.

DEFERRED INCOME TAXES

The tax effects of the temporary  differences between financial statement income
and  taxable  income  are  recognized  as a  deferred  tax asset and  liability.
Significant  components  of the deferred tax asset and  liability as of December
31, 2003 and 2002 are set out below.

DEFERRED INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                                   2003           2002
                                                                 ---------      ---------
<S>                                                              <C>            <C>
    DEFERRED TAX ASSETS
        Net operating loss carry forwards                        $ 294,234      $ 272,318
        Valuation allowance                                       (420,753)      (245,691)
        Conversion to cash basis for tax reporting purposes        126,519             --
                                                                 ---------      ---------

Total deferred tax asset                                                --         26,627
                                                                 ---------      ---------

    DEFERRED TAX LIABILITY
        Conversion to cash basis for tax reporting purposes             --         26,627
                                                                 ---------      ---------

    Net deferred tax liability                                   $      --      $      --
                                                                 =========      =========
</TABLE>


5.   COMMITMENTS AND CONTINGENCIES

CONSULTING AGREEMENTS

The Company entered into a three year consulting  arrangement with an individual
dated July 31, 2001, which was amended January 1, 2002. The arrangement provides
for payments of $5,000 per quarter 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 Company will expense the above fees as services
are provided.  For the years ended  December 31, 2003 and 2002,  the  individual
waived all payments.

In  addition,  in 2001 the Company  granted the  individual  options to purchase
400,000  shares of Common  Stock at a  purchase  price of $.156 per  share;  the
options shall vest once the Company has obtained  annual  revenues of $5,000,000
over a twelve (12) month period. Also the Company granted the individual options
to purchase  400,000  shares of Common Stock of the Company at a purchase  price
equal to $.3125  per  share;  these  options  shall  vest once the  Company  has
obtained  annual  revenues of  $10,000,000 in aggregate over a twelve (12) month
period.  The Company  calculated  the fair market value of the options using the
Black-Scholes  options  pricing model and determined  that the fair market value
was not  material.  The  options  are now  exercisable  into stock of the Parent
company.


                                       F-11
<PAGE>

                                PRO SQUARED, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


5. COMMITMENTS AND CONTINGENCIES (CONTINUED)

CANCELLATION OF CONSULTING AGREEMENT

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

PAYROLL TAX LIABILITY

The Company owes  approximately  $212,536 in payroll taxes for 2003.  Management
has  recorded  as a  liability  its best  estimate  of  penalties  and  interest
associated  with these payroll taxes.  The Company is in  preliminary  stages of
negotiations  with  the  Internal  Revenue  Service  regarding  payment  of  the
liability.

LITIGATION

The Company is  involved  in legal  actions  arising in the  ordinary  course of
business.  Management  does not believe  that the outcome of such legal  actions
will have a material  adverse  affect on the  Company's  financial  position  or
results of operations.

6.   NOTES PAYABLE TO SHAREHOLDERS

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

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

On December 31,  2002,  the Company  entered  into a promissory  note payable of
$98,000 with a shareholder of the Company as payment owed in connection with the
buy-out of a consulting  agreement  originally  dated June 15, 2001.  On May 28,
2003, the Company approved a resolution modifying the terms of the note payable.
The warrants  previously  issued 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.  As a result of this  transaction,  the parent  company
assumed the $98,000 notes payable and contributed  $48,000 of this notes payable
to the equity of the Company.


                                       F-12
<PAGE>

                                    PART III

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

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


       Name                  Age       Positions  and  Offices  Held
  -----------------         -----      -------------------------------
  Craig  Crawford            50         President, Chief Executive Officer, and
  17170  St.  James  Place             Chief Financial Officer and Director
  Houston,  TX  77056

  William  H.  Moebius       72         Chairman and Director
  1770  St.  James  Place
  Houston,  TX  77056

  John  Winchester           56         Senior Vice President and Director
  1770  St.  James  Place
  Houston,  TX  77056

  Emmett  R. McCoppin, Sr.   47         Vice President, Chief Technology Officer
  and  Director
  1770  St.  James  Place
  Houston,  TX  77056

  Sean  Hanson               43         Director, Treasurer and Secretary
  1770  St.  James  Place
  Houston,  TX  77056

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

<PAGE>

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

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

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

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

<PAGE>

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

Involvement in Certain Legal Proceedings

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

<PAGE>

Executive Officers

      All of our executive  officers also serve as our directors.  The executive
officers serve at the pleasure of our board of directors and our Chief Executive
Officer.


Item 10.  Executive Compensation.

      The officers or directors that have received or earned any compensation or
bonus in excess of $100,000 for services  rendered in fiscal year 2001,  2002 or
2003 are listed below.

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

                           SUMMARY  COMPENSATION  TABLE
                             Long-Term  Compensation
                          -----------------------------
         Annual  Compensation                 Awards         Payouts
         --------------------                 ------         -------
Name  and                              Restricted
Principal                              Stock
Position(s)         Year   Salary($)   Bonus      Other       Awards (# shares)
                                               Compensation
----------------- -------- --------- ------------------------------------------
Craig  Crawford     2001               49,165
President           2002   118,320.    74,952 (1)
                    2003       N/A

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

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

We do not have any stock option  plans for our  employees;  however,  our parent
Company, The Project Group, Inc. does maintain an Employee Stock Option Plan.

Compensation of Directors

      During the fiscal year ending  December  31, 2003 and 2002,  other than as
described  herein,  no other officer or director  received any cash compensation
from our Company for serving as such.  No  arrangements  are  presently in place
regarding  compensation  to  directors  for their  services as  directors or for
committee  participation or special assignments.  See Certain  Relationships and
Related Transactions.


<PAGE>

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


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

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


Name  and  Address                 Amount  of  Beneficial   Percentage  of
of  Beneficial  Owner                   Ownership(1)             Class(2)
---------------------------         --------------------   -------------------
Project Group, Inc.                      58,754,266              99.5%

Craig Crawford

William H. Moebius

John Winchester

Emmett R. McCoppin

Sean Hanson

Directors  and  officers
as  a  Group                                 0                      0


(1) The number of shares of common  stock  beneficially  owned by each person or
entity is determined under the rules  promulgated by the SEC. Under those rules,
beneficial  ownership  includes  any shares as to which the person or entity has
sole or shared voting power or investment  power and shares which that person or
entity has the right to acquire  within  sixty days after  April 13,  2004.  The
inclusion  in this  section of any  shares  deemed  beneficially  owned does not
constitute an admission by that person of beneficial ownership of those shares.

(2) Such figures are based on  59,044,266  shares of our common stock issued and
outstanding as of April 13, 2004.



Item 12.  Certain Relationships and Related Transactions.

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

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

Effective  December 1, 2002, the Company canceled a consulting  agreement with a
sales  director  and  agreed to pay  $3,000  per month for a period of 45 months
starting  December  1,  2002 as  payment  for all  consulting  fees  owed to the
consultant.  The agreement does not have a stated interest rate; however,  using
an imputed interest rate of 18% results in an immaterial amount. At December 31,
2003 all amounts owed were paid in full.

On December 31,  2002,  the Company  entered  into a promissory  note payable of
$98,000 with a shareholder  of the Company,  as payment owed in connection  with
the buy-out of a consulting agreement originally dated June 15, 2001. On May 28,
2003, the Company approved a resolution modifying the terms of the note payable.
The warrants  previously  issued 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 Block-Sholes 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  have  exchanged  their shares of Pro Squared,  Inc. for
shares of The Project  Group,  Inc.  Pursuant to the  agreement  dated March 26,
2003, our officers and directors, who are 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.  The right of the foregoing  individuals to convert
all of their shares of The Project  Group,  Inc.  Common Stock,  an aggregate of
36,289,766 shares (which is 14,515,906 post split sharers), into shares of Class
A preferred  stock of The Project Group,  Inc. Such Class A preferred stock will
be  convertible  beginning  TWO (2) years from the date of issuance  and, if and
when  converted,  shall be converted into shares of Project Group,  Inc.  Common
Stock based on the total  number of shares of The  Project  Group,  Inc.  Common
Stock issued and  outstanding on the  conversion  date such that the issuance of
The Project  Group  Common Stock to the holder  shall  represent,  on a pro rata
basis,  59.38% of The Project Group's Common Stock then  outstanding  after such
conversion has taken place.

ITEM 13.  CONTROLS AND PROCEDURES

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

      Within  the 90 days prior to the date of this  Annual  Report for the year
ended December 31, 2003, we carried out an evaluation, under the supervision and
with the participation of our management,  including the company's  Chairman and
Chief  Executive   Officer  and  the  Principal   Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that  information  required to be  disclosed by a company in the reports that it
files under the  Exchange Act is recorded,  processed,  summarized  and reported
within required time periods specified by the SEC's rules and forms.  Based upon

<PAGE>

that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure  controls and procedures are effective in timely alerting them to
material  information  relating  to  the  company  (including  our  consolidated
subsidiaries) required to be included in the company's period SEC filings.

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

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

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

      (a) Exhibits

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

      (a) Exhibits

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.


      (b) Reports on Form 8-K.

      The  Company  did not file a  Current  Report  on Form 8-K for the  fourth
      quarter ended December 31, 2003.

<PAGE>

                                   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: April 14, 2004                    By:  /s/  Craig  Crawford
                                        ----------------------------------------
                                        Craig  Crawford
                                        President  and  Chief  Executive Officer
                                        Principal Executive Officer and
                                        Principal Accounting 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
--------------------------                                                April 14, 2004
  Craig  Crawford                    President, Chief Executive
                                     Officer and Director
/s/   William  H.  Moebius
--------------------------
  William  H.  Moebius               Chairman and Director                April 14, 2004


--------------------------
  John  Winchester                   Senior Vice President and Director   April 14, 2004


--------------------------
  Emmett  R. McCoppin, Sr.           Vice President, Chief Technology     April 14, 2004
                                     Officer  and  Director
/s/   Sean  Hanson
--------------------------
  Sean  Hanson                       Director, Treasurer and Secretary    April 14, 2004
</TABLE>