## UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWashington,
D.C. 20549

## FORM 10-KSB

|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2002

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

For the
transition period from   to

Commission File Number

GLOBAL BUSINESS RESOURCES, INC.(Exact name of registrant as specified in its charter)

|Delaware                        | 65-1048794         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

|One Boca Place, Suite 112EBoca Raton, Florida(Address of principal executive offices) | 33431(Zip Code)
|------------------------------------------------------------------------------------- | ---------------

(561)981-8210
(Registrant''s telephone number, including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Securities registered pursuant
to Section 12(b) of the Act:   None

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------

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

|Common Stock, $0.00001 par value(Title of class)
|------------------------------------------------
|(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 [  ]

-1-

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of the  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 Registrant's
revenue for the fiscal year ended December 31, 2002: $ 87,691.

Of the 9,945,000 shares of
voting stock of the registrant issued and outstanding as of March 10, 2003,
980,000 shares are held by non-affiliates. Because of the absence of an
established trading market for the voting stock, the registrant is unable to
calculate the aggregate market value of the voting stock held by non-affiliates
as of a specified date within the past 60 days.

There were 9,945,000 shares
of the registrants common stock outstanding as of March 10, 2003.

DOCUMENTS INCORPORATED
BY REFERENCE:        None

Transitional Small Business
Disclosure Format:      Yes   [  ]
     No   [X]

SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

|PART I   |                                                                                                                 
|-------- | ----------------------------------------------------------------------------------------------------------------
|         |                                                                                                                 
|Item 1.  | Description of Business.                                                                                        
|         |                                                                                                                 
|Item 2.  | Description of Property.                                                                                        
|         |                                                                                                                 
|Item 3.  | Legal Proceedings.                                                                                              
|         |                                                                                                                 
|Item 4.  | Submission of Matters
to a Vote of Security Holders.                                                            
|         |                                                                                                                 
|PART II  |                                                                                                                 
|         |                                                                                                                 
|Item 5.  | Market for
Common Equity and Related Stockholder
Matters.                                                       
|         |                                                                                                                 
|Item 6.  | Management's
Discussion and Analysis or Plan of
Operation.                                                      
|         |                                                                                                                 
|Item 7.  | Financial Statements.                                                                                           
|         |                                                                                                                 
|Item 8.  | Changes in and
Disagreements with Accountants on
Accounting and Financial Disclosure.                           
|         |                                                                                                                 
|PART III |                                                                                                                 
|         |                                                                                                                 
|Item 9.  | Directors,
Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act.
|         |                                                                                                                 
|Item 10. | Executive Compensation.                                                                                         
|         |                                                                                                                 
|Item 11. | Security Ownership
of Certain Beneficial Owners and
Management.                                                 
|         |                                                                                                                 
|Item 12. | Certain Relationships
and Related Transactions.                                                                 
|         |                                                                                                                 
|Item 13. | Exhibits,
List and Reports on Form 8-K.                                                                         

PART I

Forward Looking Statements

This Form 10-KSB includes
forward looking statements. All statements, other than statements of
historical facts, included or incorporated by reference in this Form 10-KSB
which address activities, events or developments which the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), demand for the
Companys products and services, expansion and growth of the Companys
business and operations, and other such matters are forward looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Companys expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward looking statements made in this Form
10-KSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.

ITEM 1.     
Description of Business

We were incorporated in
Delaware on October 20, 2000. We are authorized to issue two classes of capital
stock, which are common stock and preferred stock. Our total authorized common
stock is 50,000,000 shares, $0.0001 par value. Our total authorized preferred
stock is 10,000,000 shares, $0.0001 par value. We currently have 9,945,000
common shares outstanding and no preferred shares outstanding.

On October 25, 2000, we
restructured and consummated a Share Exchange Agreement and Reorganization.
Pursuant to the agreement, the shareholders of GBR-FL tendered all issued and
outstanding shares of their common stock of GBR-FL to us in exchange for
7,000,000 shares of our common stock. Peter Goldstein, our sole officer, sole
director and principal shareholder was the sole officer, sole director and sole
shareholder of GBR-FL. GBR-FL is now our wholly owned subsidiary.

We were formed to provide
management consulting services to a broad range of small and medium sized
businesses that enables our clients to effectively increase profitability as
well as advance the development of their businesses. Our business is focused on
business and strategic planning for small to medium sized businesses. Once we
determine a viable strategic plan for our clients, we design, develop and
implement systems to improve the efficiencies and profitability of our client.
After creating an initial strategy, we design and develop objectives that can be
adapted over time to meet our clients evolving needs. We also assist our
clients in implementing these strategies by linking the objectives with varied
controls and systems and deploying the applications. We refer to the strategies
that we develop and implement through our consulting services as
solutions because our clients use these services to solve business
problems and achieve business goals.

Our current business
strategy and our business strategy for the future is to provide business
consulting We plan to undertake these services by initially examining a
clients corporate structure looking towards a way to streamline its
operations, organization, or reporting structures. Once a structure is
ascertained we will then design, develop and implement systems, procedures and
controls to improve our clients efficiencies and profitability. We will
retain business strategy consultants as needed in order to assist our clients in
the evolving market places and technologies. We refer to this as the
strategy-led approach.

As part of our consulting
services, we will help our clients identify business objectives and create and
prioritize a portfolio of initiatives to increase the profitability and
efficiency of their businesses. We design these initiatives to offer a variety
of ways to maximize profitability in the new economic environment that has
resulted from the widespread acceptance of technology.

After creating an initial
strategy, we architect and build scalable objectives that can be adapted over
time to meet our clients evolving needs. We assist our clients in
implementing these strategies by linking the strategies with varied controls and
systems and deploying the applications. We refer to the strategies that we
develop and implement as well as our consulting services as
solutions because our clients use these services to solve business
problems or achieve business goals.

Our objective is to become
a leader of small to medium sized business-consulting services. Our business
strategy for accomplishing this objective includes to attracting and retaining
outstanding professionals on an as needed basis, develop long-term client
relationships, serve cutting-edge clients and enhancing and extending our
service offerings and building our corporate image.

Our principal executive
offices are located at One Boca Place, Boca Raton, Florida 33431. Our telephone
number is (561) 981-8210.

Marketing Strategy

We will rely to a
significant extent on the initial efforts of our sole executive officer and sole
director, Peter Goldstein, to market our services. As we generate additional
working capital we will shift our dependence to new officers and principals,
outside employees and consultants retained by us to market our services. We will
encourage our consultants to generate new business from both existing and new
clients, and reward our consultants with increased compensation and promotions
for obtaining new business. In pursuing new business we will focus on
emphasizing our reputation and experience, while also promoting the expertise of
the particular outside employee who may work on the project.

Business Strategy

Our strategy is to become a
leading provider of business consulting services to small and medium size
companies. We may deliver our services through the services of Peter Goldstein,
our sole officer and employee or through the use of outside consultants with
varied backgrounds in business strategy, operational, financial, and
organizational management experience. Because these consultants have different
skills and work closely together throughout a client engagement, we refer to
them as being integrated and multi-disciplinary. In the
past, we have used consultants on a part time basis to assist us with servicing
our clients. Such consultant and all future consultants will be paid on an
hourly basis and have the right to work for other companies. Our integrated,
multi-disciplinary approach will allow us to deliver high quality initiatives
without the time delays and increased costs associated with handing off a
project from one team to another.

Our strategy-led approach
includes:

| | o | analyzing the client's industry, business model and goals;                                                                                    
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------
| | o | developing a portfolio of solutions in the context of an overall business strategy; and                                                       
| | o | developing and launching various objectives in a sequence that is designed to maximize
profitability and shareholder value over the long term.

Our commitment to
entrepreneurial innovation allows us to provide our clients with professional
services from consultants who have extensive small to medium size business
experience. Our delivery model is based upon a proprietary methodology that we
call Profit design. This methodology is designed to ensure that we:

| | * | involve all of our competencies in each phase of our engagements;                                            
| | - | -------------------------------------------------------------------------------------------------------------
| | * | take advantage of the standards, benchmarks and approaches we have developed;
and                            
| | * | follow detailed control procedures that are designed to ensure that
we are delivering high quality solutions.

Acquisition Strategy

We also intend to acquire
small to medium sized companies in the business sector which will assist us in
servicing our clients and expanding our portfolio of clients. Such businesses
will include, but not be limited to, business planning firms, strategic planning
firms, management consulting firms, reorganization consulting firms and business
valuation companies. There are no income or size requirements for these
potential acquisitions although we are not attempting to acquire any company
that is too large for us to handle their clientele. At this time, we do not have
any potential acquisitions and we have no time frame for the purchase of any
companies. Upon effectiveness of this registration statement, we will begin
developing an outline for potential acquisition candidates. Any acquisition will
be undertaken on a share exchange basis and at this time we have no intention of
paying for any acquisition through the use of our funds.

If, during the course of
the selling security holder offering, a material acquisition becomes probable,
we will be required to file a post-effective amendment to this registration
statement to update the prospectus to include financial information and other
corporate information about the acquiree. The offering under the registration
statement will need to be stopped until the post effective amendment becomes
effective.

Consulting Industry & Competition

The business consulting
industry in the United States is intensely competitive, highly fragmented and
subject to rapid change. In general, there are few barriers to entry into our
markets, and we expect to face additional competition from new entrants into the
business consulting industries. We believe that the principal competitive
factors in our market to be reputation, analytical ability, industry experience,
service and price. We compete primarily with other business and management
consulting firms, specialized or industry specific consulting firms, the
consulting practices of large accounting firms such as Arthur Andersons
former consulting arm now known as ACCENTURE, and the internal professional
resources of existing and potential clients. Furthermore, many of our
competitors have international reputations as well as significantly greater
personnel, financial, managerial, technical and marketing resources than we do.
In addition, many of our competitors also have a significantly greater
geographic presence than we do. We may be unable to compete successfully with
our existing competitors or with any new competitors.

ITEM 2.     
Description of Property

We currently operate our
primary business office at the premises located at One Boca Place, Suite 112E,
Boca Raton, Florida. We recently entered into a sublease agreement for such
premises with Envirokare Tech, Inc., a non related third party. The sublease is
for the period commencing on March 1, 2002 and terminating on February 28, 2004.
The sublease provides us with 1 office and non-exclusive use of the conference
room and common areas. The monthly rent is $1,000. The sublease provides that we
can terminate upon 30 days prior written notice. This space is presently
sufficient for our operations.

ITEM 3.     
Legal Proceedings

The Company is currently
not a party to any pending legal proceedings and no such action by, or to the
best of its knowledge, against the Company has been threatened.

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

NONE

PART II

ITEM 5.     
Market For Common Equity and Other Shareholder Matters.

The Company is not aware of
any existing trading market for its common stock. The Companys common
stock has never traded in a public market. The Company has a market maker which
has filed an application to the NASD for the Companys shares to be quoted
on the OTC Bulletin Board. The Companys application to the NASD consists
of current corporate information, financial statements and other documents as
required by Rule 15c211 of the Securities Exchange Act of 1934, as amended.
Inclusion on the OTC Bulletin Board permits price quotation for the
Companys shares to be published by such service.

If and when the
Companys common stock is traded in the over-the-counter market, most
likely the shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), commonly referred to as the penny stock rule. Section
15(g) sets forth certain requirements for transactions in penny stocks and Rule
15g9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.

The Commission generally
defines penny stock to be any equity security that has a market price less than
$5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any
equity security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on The NASDAQ Stock
Market; issued by a registered investment company; excluded from the definition
on the basis of price (at least $5.00 per share) or the issuers net
tangible assets; or exempted from the definition by the Commission. If the
Companys shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by
these rules, broker-dealers must make a special suitability determination for
the purchase of such securities and must have received the purchasers
written consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the first transaction, of a risk disclosure document relating
to the penny stock market. A broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative, and current
quotations for the securities. Finally, the monthly statements must be sent
disclosing recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of broker dealers to trade and/or maintain a market in the
Companys common stock and may affect the ability of shareholders to sell
their shares.

Dividend Policy

The Company has not
declared or paid cash dividends or made distributions in the past, and the
Company does not anticipate that it will pay cash dividends or make
distributions in the foreseeable future. The Company currently intends to retain
and reinvest future earnings, if any, to finance its operations.

Item 6.     
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

General

We are a business
consulting firm that applies our services to a broad range of clients that will
enable companies to effectively increase profitability as well as advance the
development of their businesses. We provide original and authoritative advice
for clients involved in many high-stakes matters, such as acquisitions, new
product introductions and general corporate strategies.

We derive revenues
principally from professional services rendered by our employee. In most
instances, we charge clients on a time-and- materials basis and recognize
revenues in the period when we provide our services. We charge consultants
time at hourly rates and on a per project basis. However, in the future, as we
retain the services of additional outside employee consultants with differing
skills, our hourly rates may vary from consultant to consultant depending on a
consultants position, experience and expertise, and other factors. Outside
experts will not bill clients directly for their services, all of the billing
will be done through our office. As a result, we will generate substantially all
of our own professional services fees from the work of our own full-time
consultants. Factors that affect our professional services fees include the
number and scope of client engagements, the number of consultants employed by
us, the consultants billing rates, and the number of hours worked by the
consultants.

On October 25, 2000, we
restructured and consummated a Share Exchange Agreement and Reorganization.
Pursuant to the agreement, the shareholders of GBR-FL tendered all issued and
outstanding shares of their common stock of GBR-FL to us in exchange for
7,000,000 shares of our common stock. Peter Goldstein, our sole officer, sole
director and principal shareholder was the sole officer, sole director and sole
shareholder of GBR-FL. GBR-FL is now our wholly owned subsidiary.

Management's Plan of Operations

Our past clients were
comprised of small to medium sized enterprises located throughout Florida. We
were successful in introducing our business consulting services in the South
Florida region and believe that we will be able to continue to do so in the
future. Our marketing strategy with respect to our search for potential business
consulting opportunities includes referrals from consultants, advisors, venture
capitalists, members of the financial community and others who may present
management with unsolicited proposals.

We may expand the number of
outside consultants and employees as needed to service our clients. This
expansion may be accomplished by increasing our business consulting revenue
stream. We intend to acquire other businesses which operate in the business
consulting industry. We believe that when such acquisitions are combined with
our present business consulting services, we will realize other economic
benefits due to increased economies of scale which will consolidate our expenses
and in turn enhance our profit structure.

There are no known trends
or events which are likely to have a material impact on our short term
liquidity, long term liquidity or revenues. Due to the nature of our business
there are no seasonal aspects that will have a material effect on our
operations. In addition, we do not have any internal or external sources of
liquidity, any material commitments for capital expenditures or any significant
elements of income or loss that do not arise from our ongoing operations.

From inception to December
31, 2002, we received approximately $130,000 in revenues from activities that we
will no longer be providing to our clients. The additional revenues of $146,253
earned by us to date were generated by the business consulting services which we
will provide to our future clients.

12 Month Plan of Operations

Over the next twelve (12)
months, we will focus on the development of potential contracts and new
business. We will continue to grow and develop our market share with a marketing
plan focused on our core business. The constant focus of our management team
includes identifying, cultivating and attracting both new and existing clients,
promoting cost-effective services and the availability and accessibility of
executive management.

We may use additional
employees, including part-time clerical assistance, on an as-needed basis. We
will use outside advisors, consultants and experts as required to service our
clients in the most efficient manner. Such consultants will be hired if the
revenues received from our consulting services justifies the cost to us of
hiring the consultant. We believe we will be able to operate in this manner and
to continue our search for business opportunities during the next twelve months.

During the next twelve
months, we will continue to search for business opportunities and acquisitions
in the business consulting and related industries. Any such acquisition will be
undertaken by the issuance of our shares to the acquired company and its
shareholders. At this time, we do not intend to use any of our funds in the next
twelve months to acquire another entity.

Recent Financial Results
for the Twelve Months Ending December 31, 2002 and 2001

Revenues for the Twelve
Months Ending December 31, 2002 were $87,691. This represents a decrease of
$100,871 as compared to revenues of $188,562 for the Twelve Months Ending
December 31, 2001. Net loss from operations for the Twelve Months Ending
December 31, 2002 was ($112,408) or ($0.0113) per share as compared to a net
loss of ($45,040) or ($0.0045) per share from operations for the Twelve Months
Ending December 31, 2001. The principal cause for this change was due to a
decrease in revenues as a result in our not retaining any new or past client
contracts for consulting services.

Selling, General and
Administrative. Selling, general and administrative expenses decreased by
$22,994 to $145,735 for the Twelve Months Ending December 31, 2002 from $168,729
in the Twelve Months Ending December 31, 2001. As a percentage of revenues,
general and administrative expenses decreased to 111% of revenues for the Twelve
Months Ending December 31, 2002 from 60% of revenues for the Twelve Months
Ending December 31, 2001.

The majority of selling
expenses incurred are due to costs of travel, business development, marketing
efforts and legal and accounting fees. We anticipate that these selling expenses
will continue into the foreseeable future and may grow since these expenses are
a requirement of further expanding our client and referral base. Our business is
developed on personalized service and referrals which will continue to require
similar selling expenses during this phase of our business development. The
compensation to our Chief Executive Officer has not had an effect on operations
since he has had a nominal salary during this period, specifically $45,554 for
the Twelve Months Ending December 31 2002, $54,000 in 2001 and $0 in 2000. We do
not anticipate that his compensation will have an affect in the future since he
is only taking a salary when funds are available from revenue after meeting all
our operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our financing activities
used cash of $112,105 in fiscal 2002 and $25,660 for fiscal 2001. A principal
use of cash for financing activities in those years was payment of operational
activities. In fiscal 2000, our financing activities provided cash of $49,000.
This consisted primarily of the net proceeds from the issuance of our stock to
28 investors.

As of the Twelve Months
Ending December 31, 2002, we had cash of $1,026 and working capital of $1,026.

Peter Goldstein, our sole
officer, director and principal shareholder has agreed to fund our operations
until we receive revenues and/or Mr. Goldstein has the financial means to
finance such operations.

Our expectations, beliefs
and projections are expressed in good faith and are believed by us to have a
reasonable basis, including without limitation, data contained in our records
and other available data from third parties, but there can be no assurance that
our expectations, beliefs or projections will result, or be achieved, or be
accomplished.

Item 7     
FINANCIAL STATEMENTS

The Financial Statements of
Global Business Resources, Inc., and Notes to Financial Statements together with
the Independent Auditors Report of Robert Jarkow, Certified Public
Accountant, 3111 North Andrews Avenue, Ft. Lauderdale, Florida 33309, required
by this Item 7 commence on page F-1 hereof and are incorporated herein by this
reference. The financial statements filed as part of this Annual Report on Form
10-KSB are listed in the Index to Financial Statements below:

GLOBAL BUSINESS RESOURCES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
Global Business Resources, Inc.
Table of Contents

|Independent Auditor's Report                    | 1  
|----------------------------------------------- | ---
|                                                |    
|Consolidated Balance Sheet                      | 2  
|                                                |    
|Consolidated Statements of Operations           | 3  
|                                                |    
|Consolidated Statement of Shareholders' Deficit | 4  
|                                                |    
|Consolidated Statements of Cash Flows           | 5  
|                                                |    
|Notes to Consolidated Financial Statements      | 6-7

---

# ROBERT JARKOW

CERTIFIED PUBLIC ACCOUNTANT
3111 North Andrews Avenue
Fort Lauderdale, Florida 33309
(954) 630-9070

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Global Business Resources, Inc.

I have audited the
accompanying consolidated balance sheets of Global Business Resources, Inc. as
of December 31, 2002 and 2001 and the consolidated statements of operations,
shareholders equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Companys management. My
responsibility is to express an opinion on these financial statements based on
my audits.

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

In my opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of Global Business Resources, Inc. as of December 31,
2002 and 2001, and the results of its operations and cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.

February 5, 2003

-1-

---

`GLOBAL BUSINESS RESOURCES, INC.

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2002 and 2001

                                                                               2002           2001

                                     ASSETS
Current Assets

      Cash                                                                  $  1,026          $ 10,583

                                                                            --------          --------
                                                                            $  1,026          $ 10,583
                                                                            ========          ========

              LIABILITY AND SHAREHOLDERS' DEFICIT

Current liability

      Note payable to sole executive officer                                $102,548

      Payroll taxes payable                                                 $                    8,507
                                                                            --------          --------
                                                                             102,548             8,507
                                                                            --------          --------

Shareholders' Equity

      Preferred stock-par value $.0001; 10,000,000 shares
           authorized-none issued                                                                    0

      Common stock-par value $.0001; 50,000,000 shares authorized,
           9,945,000 issued and outstanding at December 31, 2001 and 2000    122,735           113,925

      Deficit                                                               -224,257          -111,849
                                                                            --------          --------
            Total shareholders' (deficit) equity                            -101,522             2,076
                                                                            --------          --------
                                                                            $  1,026          $ 10,583
                                                                            ========          ========


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

                                      -2-




                         GLOBAL BUSINESS RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     Years Ended December 31, 2002 and 2001






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


Revenue                                                 $87,691                 $188,562
                                                   ------------------      -------------------

Expenses

      Compensation of sole executive officer
           Salary                                        45,554                   54,000
           Stock from reverse acquisition                 8,810                   10,873

      Selling, general, and administrative expenses     145,735                  168,729

                                                    ------------------      -------------------
            Total expenses                              200,099                  233,602

                                                    ------------------      -------------------
      Net (loss)                                      -$112,408                 -$45,040
                                                    ==================      ===================





(Loss) per common share-basic                          -$0.0113                 -$0.0045
                                                    ==================      ===================


Weighted - average common shares outstanding          9,945,000                9,945,000
                                                    ==================      ===================




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

                                      -3-



                         GLOBAL BUSINESS RESOURCES, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                     Years Ended December 31, 2002 and 2001




                                                                          Common Stock
                                                               ----------------------------------
                                                                    Shares          Amount        Deficit
                                                               ----------------   ---------------  -----------

Balance December 31, 2000                                         9,945,000         124,052       -66,809

      Return of capital                                                                           -21,000

      Executive compensation-stock from reverse acquisition          10,873

      Net (loss) for the year ended December 31, 2001                                             -45,040
                                                                  ---------       ---------       ----------

Balance December 31, 2001                                         9,945,000         113,925       -111,849

      Executive compensation-stock from reverse acquisition
                                                                      8,810

      Net (loss) for the year ended December 31, 2002                                             -112,408

                                                                  ---------       ---------       ----------
Balance December 31, 2002                                         9,945,000       $ 122,735        -$224,257
                                                                  =========       =========       ==========



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

                                      -4-



                         GLOBAL BUSINESS RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years Ended December 31, 2002 and 2001




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


Cash flows from operating activities
         Net (loss)                                                   -$112,408      -$45,040
         Adjustments to reconcile net (loss) to net cash
           used in operating activities
                 (Decrease) increase in payroll taxes payable           -8,507          8,507
                 Stock from reverse acquisition                          8,810         10,873
                                                                      --------       --------

                      Net cash (used) by operating activities         -112,105        -25,660

Cash flows from financing activities
         Return of capital                                                            -21,000
         Note payable to sole executive officer                        102,548
                                                                      --------       --------

                      Net cash provided by financing activities        102,548        -21,000

Net increase (decrease) in cash                                         -9,557        -46,660

Cash - beginning                                                        10,583         57,243
                                                                      --------       --------

Cash - ending                                                         $  1,026       $ 10,583
                                                                      ========       ========


Non cash transactions

         Interest                                                     $    850
                                                                      ========

         Stock from reverse acquisition                               $  8,810       $ 10,873
                                                                      ========       ========


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

                                      -5-`

---

GLOBAL BUSINESS RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002

Note 1.     
Nature of Business

The Company provides
business consulting services to small-medium sized entities. The Company
designs, develops and implements systems to increase profitability, enhance
efficiencies and advance the development of its client companies.

Note 2.     
Summary of Significant Accounting Policies

History and Basis of Presentation

Global Business  Resources.  Inc. was incorporated in the State of Delaware,  on
October 20, 2000 and issued  1,965,000  shares of common  stock.  On October 25,
2000, the Company acquired Global Business Resources. Inc. a Florida corporation
(incorporated  December  1996 and began  business  in 1999) in an  exchange  for
stock.  The Company issued 7,000,000 shares of stock for 100% of the outstanding
stock of the Florida corporation and became a wholly owned subsidiary.

The transaction was
accounted as a capital transaction and not a business combination because the
stockholders of both companies were identical. Accordingly, the recorded assets,
liabilities, and operations of the Florida company were carried forward at
historical amounts and the equity has been restated to give effect to the
transaction from inception.

All significant
intercompany transactions and balances have been eliminated.

Revenue Recognition

The Company recognizes
revenues when services are performed. All revenue is received in advance on a
monthly basis and is earned during that period.

Use of Estimates

Use of estimates and
assumptions by management is required in the preparation of financial statements
in conformity with generally accepted accounting principles. Actual results
could differ from those estimates and assumptions.

---

GLOBAL BUSINESS RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002

Note 2.     
Summary of Significant Accounting Policies (continued)

(Loss) Per Share

Basic (loss) per share
equals net (loss) divided by the weighted average shares outstanding during the
period. There are no items to give rise to diluted shares.

Note 3.     
Operating Facilities

The Companys office
and operating facility, including equipment (consisting of computers, copier,
fax machine, desk and telephone) are provide by the majority shareholder at no
cost to the Company. These amounts of approximately $1,000 per year and are
immaterial and accordingly, are not recorded as an expense or a contribution to
capital. The computation of the expense is based on the allocation between
personal and business use of equipment cost over a 3 year period. The office is
located in the sole officers and employees residence and the cost is
allocated on a square footage use which is minimal. There is no secretarial
staff or other personnel utilizing this equipment and facility.

Note 4.     
Major Customers

Major Customers -The
Company sells its services to a limited number of customers. One customer
generated $96,000 for the year ended December 31, 2001. Another customer
generated $31,000 for the year ended December 31, 2001. None of the
Companys major customers are related parties to the Company.

Note 5.     
Income taxes

At December 31, 2002 and
2001, the Company had net operating loss carryforwards, of approximately
$224,000 and $112,000, respectively, expiring through 2017. The deferred tax
benefit of the net operating loss carryforwards, of approximately $45,000 at
December 31, 2002, have been fully reserved for due to the uncertainty of its
recognition.

At December 31, 2002 and 2001,
there are no other items that give rise to deferred income taxes.

---

GLOBAL BUSINESS RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002

Note 6.     
Common Stock

Return of capital for
$21,000 was due to the return of initial capital need to fund the Company. No
stock was returned to treasury because all stock was paid in full.

Note 7.     
Employment Policies

The Companys policy
for vacation is two weeks per year and must be taken in the year earned or is
lost. Sick pay compensation is five days per year. No vacation or sick leave has
been taken. Accordingly, the Company has not accrued a liability for vacation or
sick pay compensation.

Note 8.     
Executive Compensation

Non cash compensation to
the sole executive officer in the form of stock was retained by the sole
executive officer from companies that were owned by such officer, and received
from such companies upon the sale of these companies to third parties (reverse
acquisitions of public shells). The stock was recorded as compensation to the
sole executive officer and was valued at the per share sale price of the entity
sold.

PART III

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

The members of the Board of
Directors of the Company serve until the next annual meeting of stockholders, or
until their successors have been elected. The officers serve at the pleasure of
the Board of Directors.

The current executive
officers, key employees and directors of the Company are as follows:

MANAGEMENT

Directors and Executive Officers

The following sets forth
the age and position held by our sole director and sole executive officer as of
the date of this prospectus:

|Name            | Age | Positions and Offices Held          
|--------------- | --- | ------------------------------------
|                |     |                                     
|Peter Goldstein | 39  | Chairman, President
CEO and Director

PETER J. GOLDSTEIN
has been our Chairman of the Board, President, CEO and our sole director since
our inception in 1996. In such capacity, Mr. Goldstein spends at least forty
hours per week on our business and will continue to work full time in the
future. Mr. Goldstein provides essential professional business consulting
services for small to medium sized entrepreneurial companies. Mr. Goldstein was
a partner in GreenGold International Corporation from 1998 to 2000, a management
consulting firm headquartered in Miami, Florida. GreenGold is a business
consulting company specializing in business analysis, strategic planning and
corporate re-engineering of small to mid-sized companies. While employed by us,
Mr. Goldstein attended the University of Miami from 1996 to 1998 during which
time he earned a Masters of Business Administration degree in International
Business. Mr. Goldstein is also the sole partner and owner of Goldco Properties
Ltd. which is an investment holding company which Mr. Goldstein owns to manage
his investments.

Peter Goldstein is also the
beneficial owner, through the holdings of his wife, Shelly Goldstein, of a
number of companies which may be deemed shell companies. Through the
use of such companies, Mr. Goldstein has assisted both some of our clients as
well as third parties in going public by conducting reverse acquisitions. On
January 8, 2001, one of Mr. Goldsteins companies, Focus Financial Inc.,
effectuated a reverse merger with The National Companies Inc., one of our
clients. On March 2, 2001 one of our clients Equity Management Partners LLC was
merged into Technology Ventures Group, Inc., another one of Mr. Goldsteins
companies. On May 1, 2002, one of our clients, Teda Hotels Management Limited,
was merged into one of Mr. Goldsteins companies, Gaige Financial Group,
Inc. In addition, on March 17, 2000, Mr. Goldstein merged in another one of his
companies, Provence Capital Corporation with an independent third party, Precom
Technology Inc. Mr. Goldstein also has the following additional
shell companies: Warrensburg Enterprises, Inc. and Baxter Capital
Company, Inc. At this time, neither of these companies have entered into a
merger agreement with one of our clients or an independent third party. Black
Diamond Industries, Inc., another shell company owned by Mr.
Goldstein, recently merged with DDS Holdings, Inc. an independent third party
who was not one of our clients.

Mr.  Goldstein is also an
officer,  director and  shareholder of a number of inactive  companies which may
require  Mr.  Goldstein's  active  participation  in the  future.  He  also  has
investment  holdings in other private and public  companies which do not require
Mr. Goldstein's active participation.

BOARD COMMITTEES

Our board of directors has
established no committees. Compliance with Section 16(a) of the Securities
Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Companys executive officers and directors and
persons who own more than 10% of a registered class of the Companys equity
securities, to file with the Securities and Exchange Commission (hereinafter
referred to as the Commission) initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership, of Common Stock and other equity securities of the Company on Forms
3, 4, and 5, respectively. Executive officers, directors and greater than 10%
shareholders are required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Companys knowledge,
Mr. Goldstein comprising all of the Companys executive officers, directors
and greater than 10% beneficial owners of its common Stock, have complied with
Section 16(a) filing requirements applicable to them during the Companys
most recent fiscal year.

ITEM 10.     
EXECUTIVE COMPENSATION

The following table sets
forth the cash and non-cash compensation paid by the Company to its Chief
Executive Officer and all other executive officers for services rendered.

Compensation of Directors

Our directors will not
receive compensation for services on our board of directors or any board
committees, but directors may be reimbursed for certain expenses in connection
with attendance at our board and committee meetings.

Executive Compensation

Peter Goldstein received
1,965,000 shares of our common stock as founders shares. Although there
are no employment agreements in place, he will be paid compensation based upon
adequate cash flow derived from our consulting revenues. In 2001, he received
$54,000 and he has received a total salary of $45,554 for the year ended
December 31, 2002. Peter Goldstein also received compensation from us of 100,000
shares of National Companies, Inc. in 2001.

Stock Option Plans

We have not adopted any
stock option plans as of the filing of this registration statement.

ITEM 11.     
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

The following table sets
forth certain information as of March 10, 2003 regarding ownership of our
common stock (i) by each person known by us to be a beneficial owner of more
than 5% of our outstanding common stock, (ii) by each of our directors, (iii) by
certain related stockholders and (iv) by all of our executive officers and
directors as a group. All persons named have sole voting and investment power
with respect to such shares, subject to community property laws, and except as
otherwise noted. As of March 10, 2003, there were 9,945,000 shares of our
common stock outstanding. The percentage of beneficial ownership calculation
below is based upon the 9,945,000 shares that currently are entitled to vote on
all our shareholder issues.

|Title of Class                 | Name and Address
of BeneficialOwner                             | Number of Total Shares | % of Ownership
|------------------------------ | --------------------------------------------------------------- | ---------------------- | --------------
|                               |                                                                 |                        |               
|Common Stock,
$.0001 Par Value | Peter Goldstein
22154 Martella Avenue
Boca Raton, Florida 33433 | 8,965,000              | 90.01%        
|                               |                                                                 |                        |               
|Common Stock,
$.0001 Par Value | All Directors, Officers
and 5% Shareholders as aGroup           | 8,965,000              | 90.01%        
|                               |                                                                 |                        |               

Item 12.     
Certain Relationships and Related Transactions

CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS

From December 31, 2001, to
December 31, 2002, we borrowed $102,548 from Peter Goldstein, our sole officer
and director. Such notes are due and payable on March 31, 2003 and bear interest
at a rate of 7%.

On July 12, 2002, Teda
Hotels Management Company Limited merged into one of our clients, Gaige
Financial Group, Inc. Shelley Goldstein, Peter Goldsteins wife, was the
sole officer and director of Gaige and owns 655,000 shares of the merged entity.
We will no longer be involved in such transactions where we use an affiliated
company to effectuate a reverse merger and will concentrate our efforts on our
corporate consulting business.

Item 13.     
Exhibits and Reports on Form 8-K

(a)     
The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:

EXHIBIT INDEX

|    |                                                       
|--- | ------------------------------------------------------
|3.1 | Articles of Incorporation,
filed November 18, 1999 (1)
|3.2 | Bylaws (1)                                            

(1)   
Incorporated by reference to the Company's Registration Statement on Form 10-SB.

Item 14.     
Controls and Procedures

Evaluation of disclosure
controls and procedures

The companys
principal executive officer and principal financial officer evaluated the
companys disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, the principal executive officer and principal
financial officer of the company concluded that, as of the Evaluation Date, the
disclosure controls and procedures in place at the company were adequate to
ensure that information required to be disclosed by the company, including its
consolidated subsidiaries, in reports that the company files or submits under
the Exchange Act, is recorded, processed, summarized and reported on a timely
basis in accordance with applicable rules and regulations. Although the
companys principal executive officer and principal financial officer
believe the companys existing disclosure controls and procedures are
adequate to enable the company to comply with its disclosure obligations, the
company intends to formalize and document the procedures already in place and
establish a disclosure committee.

Changes in internal controls

The company has not made
any significant changes to its internal controls subsequent to the Evaluation
Date. The company has not identified any significant deficiencies or material
weaknesses or other factors that could significantly affect these controls, and
therefore, no corrective action was taken.

---

SIGNATURES

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

# Global Business Resources, Inc.

|By: | /s/   
Peter GoldsteinPETER GOLDSTEINPresident, CEO, Secretary and Director
|--- | ---------------------------------------------------------------------------

Dated:     March 10,
2003

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.

|By: | /s/
         Peter Goldstein
PETER GOLDSTEIN | President, CEO, Secretary and Director | Dated:   March 10, 2003
|--- | -------------------------------------------- | -------------------------------------- | -----------------------

---

# CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

I Peter Goldstein certify that:

|1. | I have reviewed this annual report on Form 10-KSB of GLOBAL; BUSINESS RESOURCES,INC.
|-- | ------------------------------------------------------------------------------------

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

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

|4. | I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date with 90 days prior to the filing date of this yearly
report (the Evaluation Date); and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this yearly report my conclusions about effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | I have disclosed, based on
my most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|6. | I have indicated in this
yearly report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of my most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:     March 10,  2003

|/s/    Peter Goldstein
Peter Goldstein
Chief Executive Officer, President
Secretary and Director
|------------------------------------------------------------------------------------------------