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


                             THE PROJECT GROUP, INC.
                   -------------------------------------------
                 (Name of small business issuer in its charter)


             Nevada                                             90-0147943
-------------------------------------                        -------------------
(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: $1,962,182.

     Based on the average of the closing bid and asked prices of the issuer's
common stock on April 8, 2004, which was $.16 per share, the aggregate market
value of the voting stock held by non-affiliates of the registrant on that date
was $3,946,883.80.

     The issuer had 56,396,000 shares of common stock issued and outstanding,
par value $.001 per share as of April 9, 2004.

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.


<PAGE>

                                     PART I

Item 1. Description of Business

General Development

We were originally incorporated under the name Registered Agents of Southern
Nevada, Inc., in Nevada on April 16, 1998. Our Certificate of Incorporation was
subsequently amended to change our name to Global Boulevard International, Inc.
on March 25, 2000. On March 26, 2003, Global Boulevard International, Inc.
("GBBV") entered into an Agreement and Plan of Reorganization, which set forth
the terms and conditions of a proposed business combination of Global Boulevard
International, Inc. and Pro Squared, Inc., a Texas corporation, pursuant to
which Pro Squared, Inc. shareholders exchanged 99.5% of the outstanding shares
of Pro Squared, Inc. for 39,776,400 newly issued, shares of GBBV. Pro Squared,
Inc. was incorporated on July 24, 2001. As a result of such transaction, Pro
Squared, Inc. became our majority-owned subsidiary. On May 6, 2003, we amended
our Certificate of Incorporation to change our name to The Project Group, Inc.
All share and per share amounts referred to in this Annual Report are adjusted
for all stock splits unless otherwise noted.


Business Summary

We provide project management consulting services with a focus on activities
which include, but are not limited to, project management and business strategy,
project management systems and network architecture, computer software design,
and value and segmentation analysis. When we offer our project management
services, we teach and/or provide the techniques used for cost control, project
timeline development, resource utilization and risk analysis all with a focus
towards improving a client company's overall efficiency and operating or
financial results. Examples of our consulting work include the development of
project management services for various companies, the review of a client's
current project management strategy and its consistency with the business
strategy of that firm, the project management of a client's supply chain
process, and a project management assessment of a client's computer network,
system architecture and operations management capabilities. We also provide
technology consulting services, meaning that we review a client company's
computer systems, internal networks, file servers and their capabilities to
support a proposed project desired by the client company. We also prepare
computer network specifications and provide on-site technical assistance with
computer networks so as to enable our client companies to monitor their project
or projects via the Internet using Microsoft's Project software and our
processes.

While there exist several traditional management consulting firms that offer
services related to general operating matters, we believe that we can and have
distinguished ourselves by focusing on specific project management services
which are more narrowly defined and specialized. By focusing our attention on
project management, project management software and related consulting
activities we allow our project managers and senior level professionals to
interface directly with senior client personnel.

The project management consulting services that we undertake are usually
performed on a time-and-materials basis. The size of the professional team that
we assign to a particular project varies depending on the size of the project,
the clients' project management maturity level, the level of automation desired
and the stage of implementation. Our staff is billed out at various rates
ranging from entry level at $150.00 to more than $250.00 per hour, depending
upon the level of expertise required of each individual assigned to a particular
project, and the overall project complexity.

     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.

<PAGE>


Operations

    Our staff usually works in close conjunction with client personnel, at the
client site, on any given project. This partnering with the client, we believe,
results in a project management knowledge transfer leaving the client new skills
that are usually lacking in the initial client organization. In each sector of
our business, we have developed methodologies, processes, software, tools and
templates which are used by our consultants to help improve the quality of our
work product. These processes help lower our client's cost of project management
implementation and help to reduce the time required to perform the work. We
maintain a database of these methodologies, processes, tools, benchmark
information and templates, along with proposals, project plans and other
information. This database is readily accessible by our consultants working at
the clients sites via the Internet and other means. We believe that our
professionals deliver to each client engagement individualized technical skills,
experience, industry-specific and functional experience, significant consulting
experience and expertise in the following areas:

ANALYSIS,  SYSTEM  INTEGRATION  AND  PROJECT  MANAGEMENT

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


<PAGE>


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

PROJECT ADMINISTRATOR MODULE - A web based tool for administrators to manage
projects in connection with Microsoft Project 2000 and Project Central, both of
which are project management software items. Project Central helps to collect
data from Microsoft Project 2000 files and displays such files over the Internet
to authorized users. The features of the Project Administrator Module include
database maintenance and control, statistical database reporting, and a view of
current activity in the database. This is a very specialized tool that is only
used by the system administrator of Microsoft's Project Central.

LEGACY TRANSFER AGENT - This software links data from older data processing
systems such as Legacy or ERP systems to Microsoft Project 2000 database
projects.

FOLLOWME - This is a network analysis tool for Microsoft Project 2000 which
allows users to follow complex networks of logic. Schedules have a logical
critical path that result from the order that tasks are performed. This tool
enhances the ability of senior project management personnel to analyze the
quality of a schedule.

PROJECTGRAPH - This is a graphing tool for Microsoft Project 2000 which allows
users to easily graph complex sets of time phased data from Project 2000.

COMPUTER BASED TRAINING COMPACT DISKS FOR MICROSOFT'S PROJECT 2000. These disks
provide basic, advanced, and project central level training for users of
Microsoft Project 2000 and Project Central. These lessons are available via
compact disks and are user controllable so the user can advance at his own pace.

     With the exception of the training software, these software tools have not
been sold to the general public or to our client base.

     No patents or trademarks have been applied for these items as of the filing
of this Report.


<PAGE>


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

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

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


<PAGE>


Marketing  and  Sales  Strategy

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

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

    Our sales organization is responsible for developing and qualifying leads
which come to us from a variety of sources. These sources include the cold
calling done by our sales team; leads from our employees; referrals from
Microsoft; contacts from industry research organizations; leads generated by
attendance at conferences and trade shows; leads from marketing efforts,
telemarketing and advertising; and referrals from current and former clients.
Additionally, all senior personnel are encouraged to maintain their own network
of contacts to develop potential new business sources. We also participate in a
number of software vendor and industry conferences and trade shows each year.
These events serve to broaden our exposure and provide client feedback as our
senior technical and management personnel participate in speaking engagements
and other conference events.

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

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

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

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

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

5)   Execute strategic alliance agreements with key international companies
     targeting project management software sales, integration, installation,
     processes and training focusing on the Fortune 1000 companies.

6)   Develop new business intelligence products and services that use
     Microsoft's Sharepoint Portal software technology and integrate business
     information with enterprise project management systems.

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


<PAGE>


Software  Strategy

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

     We pay an annual Microsoft Project Partner fee of approximately $1,600.00
to be a Microsoft Certified Partner. Our Microsoft Certified Partner
identification code is 565406. We believe that there are over 100 Microsoft
Project Partners located throughout the world. The Microsoft Certified Partner
Program is a recognized, worldwide program for independent companies that
provide Microsoft-based IT services and products to corporate, government and
small or medium-sized businesses. During 2003, we met the technical
qualifications and were appointed a Microsoft Gold Partner. There are
significantly fewer Microsoft Gold Partners than standard Certified Partners.
Additionally, during 2003, Microsoft selected us as a "Premier Project Partner"
of which there are only twenty-one worldwide. Partners skills must encompass a
broad range of technical expertise, including specialized disciplines such as
e-commerce, networking and collaboration. Microsoft Certified Partners must have
at least 2 Microsoft Certified Professionals on staff or 1 software product that
successfully completes one of the following software tests: designed for windows
XP logo, Windows 2000 independently verified compatible or technical integration
testing for Commerce Server 2000.

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

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

     4) Consulting Strategy. Our experience has indicated that for every $1
spent on project management software, an estimated $5 to $10 will be spent on
consulting, training and integration. Our goal is to simultaneously leverage our
software strategy, to procure high value long term consulting and integration
contracts and develop a reinforcing distribution application loop among our
consultants and application developers.

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


<PAGE>


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

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

     Transformation tools with the right functionality can dramatically reduce
complexity and enhance the probability of a company's success. First, the
project management tools should provide alignment and clarity so that all

initiatives adhere to the same vision and changes are managed in a timely and
cost efficient manner. Improvements in one area must be linked to operations in
other areas. Coordination of related improvements across the various operating
divisions of a company are required in order to quickly realize the potential
for optimization. Second, projects must be prioritized and resources properly
utilized to provide the greatest impact to the enterprise. Third, knowledge
reuse must enable the sharing of best practices and the reduction of
time-to-benefit. Fourth, a good reporting and monitoring mechanism is needed to
keep senior management aware of status, decision points and provide early
warning of issues or problems.

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

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

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


<PAGE>


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

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

Potential  Revenue  Streams

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

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

We assess, prototype, design and configure Microsoft software to fit client
needs. Significant issues often arise with interfaces to proprietary systems. We
develop customized interfaces as a part of this service offering. Control and
governance processes supporting the system are customized uniquely for each
client. In-depth training is conducted to familiarize personnel with the
functionality and features of the new software and processes. The companies
listed below are several of the organizations that have used our services to
assist them in implementing Microsoft Project based Enterprise Project
Management Systems:


<PAGE>


      M.D. Anderson Hospital

      Wal-Mart

      University of Texas, Health Science Center

      Halliburton

      Kerr McGee, Inc.

      American Management Systems, Inc.

      Varco, Inc.

      Devon Energy, Inc.

      Microsoft Consulting Services, Inc.

      AIM Funds, Inc.

      Cooper Cameron, Inc.

      Tyson Foods, Inc.

      Electronic Data Systems, Inc. (EDS) as subcontractor to Microsoft

      Royal Dutch/Shell Group of Companies as subcontractor to Microsoft

      Microsoft Corporation


Competition

      The consulting, information technology and outsourcing markets industry is
extremely competitive and includes several companies which have achieved
substantially greater market shares than we have, and have longer operating
histories, have larger customer bases, have substantially greater financial,
development and marketing resources than we do. Our competitors include large
accounting, consulting and other professional service firms; information
technology service providers and service groups of computer equipment. We also
may compete with our clients themselves should a client choose to use its own
resources, rather than engage an outside firm for the types of management and
consulting services we provide.

Employees

     Including our president, Craig Crawford, we currently have twenty-five full
time employees, five part time independent consultants. We do not foresee any
significant changes in the number of employees or consultants we will have over
the next twelve months, unless the growth of our business demands it. We
consider our relations with our employees to be good.

Transfer Agent

      Our transfer agent is Deposit Guaranty Insurance Corp., located at Route
1, Box 2374, 2452 Cliff Drive, Dickinson, TX 77539.


<PAGE>


RISK FACTORS

You should carefully consider the following risks and the other information
contained in this Annual Report. The price of our common stock could decline due
to any of these risks, and you could lose all or part of your investment. You
also should refer to the other information included in this Report, including
the financial statements and related notes thereto. In addition, the risks
described below are not the only ones facing us. We have described only the
risks we consider material. However, there may be additional risks that we view
as not material or of which we are not presently aware. If any of the events
described below were to occur, our business, prospects, financial condition or
results of operations or cash flow could be materially adversely affected. When
we say that something could or will have a material adverse effect on it, we
mean that it could or will have one or more of these effects.


RISKS RELATING TO OUR COMPANY:

1. We have had losses and such losses may continue, which may negatively impact
our ability to achieve our business objectives.

      We had consulting revenue of $1,962,182 for the year ended December 31,
2003 compared to consulting revenue of $1,588,562 for the fiscal year ended
December 31, 2002. However we had a net loss of $1,411,612 for the fiscal year
ended December 31, 2003, 2003 compared to net loss of $697,848 for the fiscal
year ended December 31, 2002. Our operations are subject to the risks and
competition inherent in the establishment of a business enterprise. There can be
no assurance that future operations will be profitable. Revenues and profits, if
any, will depend upon various factors, including whether we will be able to
continue expansion of our revenue. We have suffered recurring losses from
operations and have a net working capital deficiency. These conditions raise
substantial doubt by our auditors about our ability to continue as a going
concern.

2. If we are unable to obtain additional funding, our business operations will
be harmed. If we do obtain additional financing our then existing shareholders
may suffer substantial dilution.

      We have anticipated that we will require up to approximately $1,700,000 to
fund our continued operations for the next twelve months, depending on revenue
from operations. We have secured a commitment for this amount through the sale
of our Class B 4% Convertible Preferred Shares. If for any reason beyond our
control, we do not receive the second tranche of $850,000, which has already
been committed, then additional capital would be required to effectively support
our operations and to otherwise implement our overall business strategy. There
can be no assurance that financing would be available in amounts or on terms
acceptable to us, if at all. The inability to obtain additional capital will
restrict our ability to grow and may reduce our ability to continue to conduct
business operations. If we are unable to obtain additional financing, we will
likely be required to curtail our marketing and development plans which could
cause our operating results to decline.

Any additional equity financing may involve substantial dilution to our then
existing shareholders.

3. Our current and potential competitors, some of whom have greater resources
and experience than we do, may develop products and offer services that may
cause demand for, and the prices of, our products to decline.

      The consulting, information technology and outsourcing markets industry is
extremely competitive and includes several companies which have achieved
substantially greater market shares than we have, and have longer operating
histories, have larger customer bases, have substantially greater financial,
development and marketing resources than we do. Our competitors include large
accounting, consulting and other professional service firms; information
technology service providers and service groups of computer equipment. We also
may compete with our clients themselves should a client choose to use its own
resources, rather than engage an outside firm for the types of management and
consulting services we provide. If overall demand for our services should
decrease, it could cause or our operating results to decline.


<PAGE>


4. If we are not able to anticipate and keep pace with rapid changes in
technology or if growth in the use of technology in business is not as rapid as
it has been we will not be able to successfully maintain our business
operations.


Our success depends, in part, on our ability to develop and implement management
and technology services and solutions that need to keep pace with rapid and
continuing changes in technology, industry standards and client requirements. We
may not be successful in anticipating these developments on a timely basis and
we may not be successful in responding to changes in technology. Also, services,
solutions and technologies developed by our competitors may make our service or
management services uncompetitive or obsolete. Our business is also dependent,
in part, upon continued growth in the use of technology in business by our
clients and prospective clients and their customers. If we are unable to keep up
with changing technology, overall demand for our consulting services could
decrease which could cause or our operating results to decline.

5. Because we require our employees to have a high level of technology and
computer skills, if we are unable to attract, retain and motivate our employees,
we will not be able to compete effectively and will not be able to grow our
business.

         Our success and ability to grow are dependent, in part, on our ability
to hire, retain and motivate sufficient numbers of talented people with the
increasingly diverse skills needed in the consulting and information technology
markets. The inability to attract qualified employees in sufficient numbers to
meet particular demands or the loss of a significant number of our employees
could prevent us from growing our business which would prevent us from
increasing our revenues.

6. If we fail to properly manage certain projects it may result in costs or
claims against us which could cause us to lose money.

          Our project management engagements often involve large scale, highly
complex projects involving computer networks and software programs utilizing
leading technology. The quality of our performance on such projects depends in
large part upon our ability to manage the relationship with our customers, and
to effectively manage the project and deploy appropriate resources and our own
personnel, in a timely manner. Any defects or errors or failure to meet clients'
expectations could result in claims for substantial damages against us. Our
contracts generally limit our liability for damages that arise from negligent
acts, error, mistakes or omissions in rendering services to our clients.
However, we cannot be sure that these contractual provisions will protect us
from liability for damages in the event we are sued. In addition, in certain
instances, we guarantee customers that we will complete a project by a scheduled
date. As a result, we often have to make judgments concerning time and labor
costs. If the project or network experiences a performance problem, we may not
be able to recover the additional costs we will incur, which could exceed
revenues realized from a project. Finally, if we miscalculate the resources or
time we need to complete a project with capped or fixed fees, our operating
results could seriously decline.


<PAGE>


7. Our principal stockholders, officers and directors, if they exercise their
right to convert their common stock into our Class A Preferred Stock, would own
a controlling interest in our voting stock and investors will not have any voice
in our management which could result in decisions adverse to our general
shareholders.

      If our officers and directors exercise their right to convert their common
stock into our Class A Preferred Stock, they would have the right to vote
approximately 59.38% of our outstanding common stock. As a result, these
stockholders, acting together, will have the ability to control substantially
all matters submitted to our stockholders for approval including:

      o     election of our board of directors;
      o     removal of any of our directors;
      o     amendment of our certificate of incorporation or bylaws; and
      o     adoption of measures that could delay or prevent a change in control
            or impede a merger, takeover or other business combination involving
            us.

      As a result of their ownership and positions, our directors and executive
officers collectively would be able to influence all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. Management's stock ownership may discourage
a potential acquirer from making a tender offer or otherwise attempting to
obtain control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.

8. Because we are delinquent on our federal payroll taxes we may face penalties
and fees.

      We currently owe approximately $395,000 in Federal payroll taxes. We
believe we have accrued adequate amounts for penalties and interest for being
delinquent in paying our Federal payroll taxes. We intend to try to work out a
payment schedule with the Internal Revenue Service; however we can give no
assurance that we will come to a settlement agreement or that we will not be
required to pay penalties and fees.


<PAGE>


RISKS RELATING TO OUR COMMON STOCK:

9. We may, in the future, issue additional shares of our common stock which
would reduce investors percent of ownership and may dilute our share value.

      Our certificate of incorporation authorizes the issuance of 100,000,000
shares of common stock, par value $.001 per share. Our certificate of
incorporation does authorize us to issue 5,000,000 shares of preferred stock of
which we have already issued or commited to issue 1,700 shares of our Class B
Preferred Shares. The future issuance of all or part of our remaining authorized
common stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the effect
of diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.

10. Our common stock is subject to the "penny stock" rules of the SEC and the
Trading market in our securities is limited, which makes transactions in our
Stock cumbersome and may reduce the value of an investment in our stock.

      The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the 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:

      o     that a broker or dealer approve a person's  account for transactions
            in penny stocks; and
      o     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:

      o     obtain financial information and investment experience objectives of
            the person; and
      o     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and the person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transactions in penny stocks.

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

      o     sets  forth  the  basis on  which  the  broker  or  dealer  made the
            suitability determination; and
      o     that the broker or dealer received a signed,  written agreement from
            the investor prior to the transaction.

      Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market
value of our stock.


<PAGE>


      Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about the
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.

11. We intend to register 12,850,000 shares of our common stock underlying our
warrants that may be available for future sale and the sale of these shares may
depress the market price of our common stock.

      As of April 10, 2004, we had 56,396,000 shares of common stock issued and
Outstanding. We have warrants outstanding to purchase 12,850,000 shares of our
common Stock and options outstanding to purchase 3,440,000 shares of our common
stock. We intend to register 12,850,000 shares of our common stock underlying
warrants. If such warrants are exercised in full and converted to shares of our
common stock, our shareholders may experience a decline in the price of our
common stock as such shares of common stock are sold into the open market.

12. Because we do not intend to pay any cash dividends on our shares of common
stock, our stockholders will not be able to receive a return on their shares
unless they sell them.

     We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on our
Common Stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them.


Employees

     Including our president, Craig Crawford, we currently have twenty-five full
time employees, five part time independent consultants. We do not foresee any
significant changes in the number of employees or consultants we will have over
the next twelve months, unless the growth of our business demands it. We
consider our relations with our employees to be good.


<PAGE>


Item 2. Properties.


      Our principal executive offices are located at 333 North Sam Houston
Parkway East Suite 275, Houston, Texas, 77060, which consists of approximately
4,800 square feet which we rent under a 28 month subrental agreement for a
monthly rental fee of approximately $4,800. We believe that our rented
properties are adequate for our current and immediately foreseeable operating
needs. We do not have any policies regarding investments in real estate,
securities or other forms of property. We believe that our leased property is
sufficient for our current and immediately foreseeable operating needs.


Item 3. Legal Proceedings.


      From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm our business. Except as
disclosed below, we are currently not aware of any such legal proceedings or
claims that we believe will have, individually or in the aggregate, a material
adverse affect on our business, financial condition or operating results.

      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 our counsel is still providing information
to, and requesting information from, the claimant.

      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 Work Force 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.

The Company's Common Stock was traded on the OTC Bulletin Board under the symbol
"GBBV" and in May 2003, commenced its trading under its new symbol "PJTG. The
following table sets forth the high and low bid quotations for the Common Stock
for the periods indicated. These quotations reflect prices between dealers, do
not include retail mark-ups, mark-downs, and commissions and may not necessarily
represent actual transactions.

                                         Common Stock
                                         ------------
PERIOD                                HIGH             LOW
--------                              ----             ---

Calendar Year 2002
----------------------------
Quarter ending March 31, 2003       $0.21            $0.20
Quarter ending June 30, 2003        $0.20            $0.12
Quarter ending September 30, 2003   $0.13            $0.08
Quarter ending December 31, 2003    $0.12            $0.05


Calendar Year 2003(*)
-------------------
Quarter ending March 31, 2003       $0.05            $0.05
Quarter ending June 30, 2003        $0.51            $0.02
Quarter ending September 30, 2003   $0.74            $0.25
Quarter ending December 31, 2003    $0.34            $0.11


(*) In March 2003 the Company effectuated a 2:5 for 1 reverse split of its
common stock and in October 2003, the Company effectuated a 2 for 1 forward
stock split of its common stock.

(ii) Holders


     At April 10, 2004 there were 56,396,000 shares our common stock outstanding
which were held by approximately 130 stockholders of record.

(iii) Dividends

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we do
not anticipate paying any dividends on our common stock in the foreseeable
future.

(iv) Recent Sales of Unregistered Securities

Recent  Sales  of  Unregistered  Securities

      On October 6, 2003, we effectuated a forward split of the Company's common
stock on a 2:1 basis. As such, shares were issued pursuant to the forward stock
split. All new shares have the same par value, voting rights and other rights as
old shares. In the fourth quarter of the fiscal year ended December 2003, we
issued a warrant to Frederick Huttner for the purchase of 300,000 shares at
$.125 per share which warrant was subsequently exercised. We believe this
offering was deemed to be exempt under Regulation D and Section 4(2) of the
Securities Act. No advertising or general solicitation was employed in offering
the securities. The offerings and sales were made only to accredited investors,
and transfer was restricted by us in accordance with the requirements of the
Securities Act of 1933.


<PAGE>

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

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. The historical
financial statements prior to the merger herein presented are those of Pro
Squared. In May 2003, the directors effected a one-for-two and a half (1:2.5)
reverse stock split of its common stock, and in October 2003 a two-for-one (2:1)
stock split. The name of Global was changed to The Project Group, Inc. ("The
Project Group").

The following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our financial statements
included herein and our consolidated financial statements, and the financial
statements of Pro Squared, Inc., at December 31, 2002 included in their
respective Forms 10-KSB and the notes thereto. The matters discussed in this
section that are not historical or current facts deal with potential future
circumstances and developments. Such forward-looking statements include, but are
not limited to, the development plans for our growth, trends in the results of
our development, anticipated development plans, operating expenses and our
anticipated capital requirements and capital resources. Our actual results could
differ materially from the results discussed in the forward-looking statements.

For the year ended December 31, 2003

(i) We have raised funds in 2003 through the issuance of shares of our common
stock, borrowing and by factoring our accounts receivable. On March 9, 2004, we
entered into a Selling Agent Agreement with First Montauk Securities, Inc.
("First Montauk") to assist us in the sale of our Class B 4% Convertible
Preferred Stock. We entered into Securities Purchase Agreements with investors
for the Sale of 1,700 Class B 4% Preferred Shares for an aggregate purchase
price of $1,700,000. Each share of the Class B Convertible Preferred Stock is
convertible into 7,692 shares of our Common Stock. In addition, we issued
warrants to the investors to purchase an aggregate of 11,050,000 shares of our
Common Stock at an exercise price of $.25 per share. The warrants have a term of
three years and the exercise price is also subject to adjustment if there are
certain capital adjustments or similar transactions, such as a stock split or
merger.

We continue to closely monitor our expenses versus revenues, and reduce
head-count and salaries when revenues decrease. Our management believes that
projected increased revenues will result in our achieving profitable operations
in 2004.

Our current level of gross consulting revenues is approximately $200,000 to
$300,000 per month, trending upwards. It is our intention to continue expanding
our operations through increased brand name recognition, through client
referrals and through continued quality customer service. We anticipate funding
from the March financing arrangement, continued financing of accounts receivable
and cash generated from projected operations should provide for our cash needs
in 2004. However we can give no assurance that we will be able to maintain our
current operating levels and no assurance that we will be able to expand
operating levels. We have not established a limit as to the amount of debt we
may incur and we have not adopted a ratio of our equity to a debt allowance. If
we need to obtain additional financing, the financing may not be available from
any source, or may not be available on terms acceptable to us.

As of December 31, 2003, we had cash available of $37,992 and total current
assets of $336,585. At December 31, 2003 we had total current liabilities of
$1,014,920 with our shareholders' deficit at $632,566. For the period ended
December 31, 2003 we incurred total general and administrative expenses of
$2,486,982 which included, but were not limited to, wage payments,
financial/business consultant fees, office rent, legal and accounting services,
travel and related expenses, general liability insurance expenses and allowances
for doubtful receivables. For the fiscal year ended December 31, 2003, we
generated consulting revenue of $1,962,182 of which the cost of sales to
generate such revenue was $733,775 plus additional expenses resulting in a net
loss as of December 31, 2003 of $1,411,612. We had 47,282,942 weighted shares
outstanding with a basic and diluted loss per share of $0.03 for the year ended
December 31, 2003.


<PAGE>


(ii) We continue to develop internal software tools to facilitate delivery of
our consulting services and to provide training for using Microsoft Project
Software.

(iii) We do not expect to purchase or sell any manufacturing facilities or
significant equipment over the next 12 months.

Sales

Our sales operations primarily consist of a representative in Seattle,
Washington working with Microsoft's headquarters, a regional vice president in
Wilmington, Delaware, focusing on the Northeast, a manager in the Houston office
who focuses on the Texas market, a Regional Director in the Dallas-Fort Worth
Texas area, a Regional Director in the Great Lakes Area, and our consulting
staff who develop and qualify leads which come to us from a variety of sources.
These sources include the cold calling done by our sales team; leads from our
employees; referrals from Microsoft Corporation; contacts from industry research
organizations; leads generated by attendance at conferences and trade shows;
leads from marketing efforts, telemarketing and advertising; and referrals from
current and former clients. Additionally, all senior personnel are encouraged to
maintain their own network of contacts to develop potential new business
sources.

Liquidity

Our  current  level  of  gross consulting revenues is approximately $200,000
to $300,000 per month, trending upwards. It is our intention to continue
expanding our operations through increased brand name recognition, through
client referrals and through continued quality customer service. We anticipate
that proceeds from the March convertible preferred stock financing arrangement,
continued financing of accounts receivable and cash generated from projected
operations should provide for our liquidity needs in 2004, including the need
for working capital to service increased consulting revenue with its resultant
personnel and equipment costs.

During 2003, we issued warrants to purchase common stock in lieu of cash for
services provided by consultants and bonuses in the form of common stock to
certain employees, resulting in a non-cash expense of $467,180 during 2003.

Warrants to purchase common stock were exercised during 2003, resulting in
proceeds to us of $572,500, and notes payable of $ 98,000 were converted into
common stock.

We are not aware of any material trend, event or capital commitment, which would
potentially adversely affect our liquidity.

Results of Operations

Our fiscal year ended December 31, 2003 compared to the fiscal year ended
December 31, 2002

We saw an increase in sales for 2003, to the highest revenue level experienced
in our short history. Consulting revenue increased by approximately $370,000 in
2003 compared to 2002, to a total of $1,962,182. New customers, additional work
for existing customers, and higher rates per hour for consulting services were
the primary causes for the increase.

Cost of consulting revenue, as a percentage of consulting revenue, decreased by
4.3% for 2003, compared to the similar ratio for 2002, primarily due to
increased hourly rates for client consulting service without a corresponding
increase in our labor costs.

General and Administrative

Total General and Administrative costs increased by $973,803 in 2003 to a total
of $2,486,982 compared with $1,513,179 in 2002.

Salaries and benefits increased by approximately $175,000 in 2003, compared with
2002. The primary factors include costs associated with a new sales director in
2003 that is not in 2002, and additional personnel employed for increased
business development activities and technical support that were added later in
fiscal 2002 and in 2003. These increases are partially offset by increased
utilization of personnel on customer projects.

Professional and consulting fees increased by approximately $360,000 in 2003
compared to 2002. The increase reflects costs associated with the reverse
acquisition of Global Boulevard International, Inc. and increased use of
consultants for business services.

<PAGE>


General and administrative travel increased approximately $106,000 for 2003,
compared with the same period in 2002. This primarily reflected the hiring of
additional sales personnel based in Dallas, Texas and Seattle, Washington and
related travel costs, plus costs associated with other business development.

General and administrative, other increased approximately $250,000 in 2003
compared to 2002. This reflects costs associated with additional administrative
personnel during 2003 (telephone, insurance, supplies, other), printing and
depreciation expense on assets added during the latter part of 2002, and
additional accruals for penalties and interest on unpaid taxes.

Interest Expense increased from approximately $136,352 in 2002, to $153,037 in
2003. Increased use of our factoring agreement to finance larger receivables and
increased interest rates resulted in increased interest costs.

We are not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops, we
believe that we will have sufficient funds available to satisfy working capital
needs through lines of credit and the funds expected from equity sales.


<PAGE>


OTHER:

Except for historical information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements. Investors are directed to consider other risks and uncertainties
discussed in documents filed by the Company with the Securities and Exchange
Commission.

NEW 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.

IMPACT OF INFLATION

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

<PAGE>

Item 7. Financial Statements

                             THE PROJECT GROUP, INC.

TABLE OF CONTENTS

                                                                   PAGE

Independent Auditor's Report                                      F - 1

Consolidated Balance Sheet as of December 31, 2003                F - 2

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

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

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

Consolidated Notes to the Financial Statements                F - 6 to F - 14

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
The Project Group, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheet of The Project
Group, Inc. (a Texas Corporation) as of December 31, 2003 and the related
consolidated 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 consolidated 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Project Group,
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 consolidated 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>


                             THE PROJECT GROUP, INC
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003
--------------------------------------------------------------------------------


                               ASSETS

CURRENT ASSETS
  Cash                                                              $    37,992
  Accounts receivable, net of allowance of $75,000                      237,671
  Unbilled receivable                                                    12,911
  Prepaid expenses                                                       48,011
                                                                    -----------

  Total current assets                                                  336,585
                                                                    -----------

  Computers and equipment, net                                           25,603
  Software development, net                                              20,166
                                                                    -----------

TOTAL ASSETS                                                        $   382,354
                                                                    ===========

               LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

  Accounts payable                                                  $   114,622
  Accrued liabilities                                                   730,668
  Note payable                                                          159,717
  Accrued interest payable                                                9,913
                                                                    -----------

  Total current liabilities                                           1,014,920
                                                                    -----------

SHAREHOLDERS' DEFICIT

  Preferred stock, par value $.001, 5,000,000
      shares authorized, none issued                                         --
  Common stock, par value $.001, 100,000,000
      shares authorized, 55,796,000 shares issued
      and outstanding                                                    55,796
  Paid-in capital                                                     1,459,384
  Accumulated deficit                                                (2,147,746)
                                                                    -----------

  Total shareholders' deficit                                          (632,566)
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                         $   382,354
                                                                    ===========


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

                                      F-2

<PAGE>

                             THE PROJECT GROUP, INC
                  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                     YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           2003                  2002
                                                       ------------        ------------
<S>                                                   <C>                  <C>
CONSULTING REVENUE                                     $  1,962,182        $  1,588,562

COST OF CONSULTING REVENUE                                  733,775             661,941
                                                       ------------        ------------

GROSS PROFIT                                              1,228,407             926,621
                                                       ------------        ------------

GENERAL AND ADMINISTRATIVE
  General and administrative, other                         420,077             170,347
  Salaries and benefits                                   1,081,676             907,063
  Professional and consulting fees                          620,454             260,380
  Bad debt expense                                          175,794              93,264
  Travel and entertainment                                  188,981              82,125
                                                       ------------        ------------

  Total general and administrative                        2,486,982           1,513,179
                                                       ------------        ------------

  Loss from operations                                   (1,258,575)           (586,558)

OTHER (INCOME) EXPENSE
  Interest expense                                          153,037             136,352
  Recovery of receivables previously written off                 --             (20,929)
                                                       ------------        ------------

  Loss before income taxes                               (1,411,612)           (701,981)

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

  NET LOSS                                             $ (1,411,612)       $   (697,848)
                                                       ============        ============

  Basic and diluted loss per share                     $      (0.03)       $      (0.02)
                                                       ============        ============

  Basic and diluted  weighted average
     shares outstanding                                  47,282,942          41,763,986
                                                       ============        ============
</TABLE>

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

                                      F-3
<PAGE>

                             THE PROJECT GROUP, INC.
                CONSOLIDATED 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, adjusted
  for subsequent stock splits                   35,800,032   $    35,800   $    66,754   $   (38,286)  $   (17,700)  $    46,568
Stock issued for services                        1,312,000         1,312        80,664            --            --        81,976
Shareholders' loans converted to stock           1,200,000         1,200        13,800            --            --        15,000
Payable to shareholders converted to stock       8,055,381         8,055       125,804            --            --       133,859
Stock issued for cash                              868,000           868        43,632            --            --        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                    47,235,412        47,235       330,654      (736,134)       (2,609)     (360,854)
                                               -----------   -----------   -----------   -----------   -----------   -----------

Issuance of common stock and recapitalization
   in reverse acquisition transaction           (2,979,412)       (2,979)        2,979            --            --            --
Shareholders' loans converted to stock           3,920,000         3,920        94,080            --            --        98,000
Stock Issued for services                        2,220,000         2,220       467,180            --            --       469,400
Stock issued on exercise of warrants             5,400,000         5,400       567,100            --            --       572,500
Stock subscription receivable written off               --            --        (2,609)           --         2,609            --
Net loss                                                --            --            --    (1,411,612)           --    (1,411,612)
                                               -----------   -----------   -----------   -----------   -----------   -----------

Balance at December 31, 2003                    55,796,000   $    55,796   $ 1,459,384   $(2,147,746)  $        --   $  (632,566)
                                                ==========   ===========   ===========   ===========   ===========   ===========
</TABLE>

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

                                      F-4

<PAGE>

                             THE PROJECT GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       2003                2002
                                                                    -----------        -----------
<S>                                                                 <C>                <C>
OPERATING ACTIVITIES
  Net loss                                                          $(1,411,612)       $  (697,848)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation and amortization                                          23,900             14,637
  Stock issued for services                                             469,400             81,976
  Payables converted to stock                                                --            133,859
  Consulting agreement settlements                                           --            164,000
  (Increase) decrease in assets:
    Accounts receivable                                                 191,462           (338,419)
    Unbilled receivable                                                  19,207              9,999
    Note receivable                                                          --             65,285
    Prepaid expense and other current assets                            (23,495)            (4,236)
  Increase (decrease) in liabilities:
    Accounts payable and deferred revenue                               (47,875)           200,197
    Accrued liabilities and interest payable                            512,116            (68,475)
    Income taxes                                                             --             (4,133)
                                                                    -----------        -----------

    Net cash used in operating activities                              (266,897)          (443,158)
                                                                    -----------        -----------

INVESTING ACTIVITIES
  Purchase of fixed assets                                              (24,171)           (60,135)
                                                                    -----------        -----------

    Net cash used in investing activities                               (24,171)           (60,135)
                                                                    -----------        -----------

FINANCING ACTIVITIES
    Proceeds from shareholder loans                                          --             65,000
    Payment of notes payable to shareholder                             (35,007)           (14,993)
    Checks drawn in excess of bank balances                              (8,887)             8,887
    Proceeds from issuance of common stock                                   --             44,500
    Proceeds from exercise of warrants                                  572,500                 --
    Net proceeds (payments) from issuance of note payable              (199,546)           311,009
    Stock subscriptions received                                             --             11,250
                                                                    -----------        -----------

Net cash provided by financing activities                               329,060            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                                                     $   162,132        $   111,593
  Common stock issued:
      In exchange for payables to shareholders                               --            133,859
      In exchange for shareholders' loans                                98,000             15,000
      For services                                                           --             81,976
  Reduction of common stock and increase in paid-in-capital
      for recapitalization in reverse acquisition transaction            (2,979)                --
  Conversion of consulting contract to note payable                          --             98,000
  Payable from consulting agreement settlement                               --             66,000
  Reduction in subscriptions receivable                                      --              3,841
  Subscriptions receivable written off and reduction
      in paid-in-capital                                                  2,609                 --
</TABLE>

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

                                      F-5

<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     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.

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 39,776,400 (after
stock splits) 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. ("The Project Group").

The historical financial statements prior to the merger herein presented are
those of Pro Squared.

In May 2003, the Company effected a one-for-two and a half (1:2.5) reverse stock
split of its common stock, and in October 2003 a two-for-one (2:1) stock split.
All share and per share amounts are adjusted for all stock splits unless
otherwise noted.

The Company provides project management and integration consulting services
throughout the United States.

BASIS OF PRESENTATION

The accompanying consolidated financial statements of The Project Group, Inc.
("the Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and include the financial
results of its substantially wholly-owned subsidiary. All necessary adjustments
to eliminate intercompany transactions have been reflected in the statements.


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.



                                      F-6
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

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' 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. The major class of
property and equipment was computers and equipment of $36,966. Depreciation
expense for the year ended December 31, 2003 and 2002 was $7,361 and $4,002,
respectively. Accumulated depreciation for the year ended December 31, 2003 and
2002 was $11,363 and $4,002, respectively.

INTANGIBLES

The Company has adopted Statements of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets." Intangibles consist primarily of
software development in the amount of $47,339 at December 31, 2003. Amortization
expense for the year ended December 31, 2003 and 2002 was $16,538 and $10,635,
respectively. Accumulated amortization for the year ended December 31, 2003 was
$27,173.

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.



                                      F-7
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

STOCK-BASED COMPENSATION

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

USE OF ESTIMATES

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

RECLASSIFICATIONS

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

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

                              2003               2002
                              ----               ----
Customer A                    44%                 10%
Customer B                     -                  23%
Customer C                     9%                 21%
Customer D                    13%                 --

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


                                      F-8
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

NET LOSS PER SHARE

Basic loss per share is computed by dividing the net loss available to common
shareholders by the weighted average of common shares outstanding during the
year. Diluted per share amounts assume the conversion, exercise, or issuance of
all potential common stock instruments unless the effect is anti-dilutive,
thereby reducing the loss or increasing the income per common share. As
described in Note 7, at December 31, 2003, the Company had outstanding the right
to purchase 1,690,000 and 2,600,000 shares of Common Stock under options and
warrants. At December 31, 2002, the Company had outstanding rights to purchase
800,000 and 2,000,000 shares of Common Stock under options and warrants,
respectively. Because the Company incurred losses in 2003 and 2002, the
inclusion of those potential common shares in the calculation of diluted loss
per share would have an anti-dilutive effect; therefore, basic and diluted per
share amounts were the same in 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.


                                      F-9
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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

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. This raises questions as to the ability of
the Company to expand as its customers require additional service. The Company
has completed a financing arrangement for $1,700,000 before offering costs
through the sale of convertible preferred stock, with additional amounts which
may be raised through the exercise of related warrants (See Note 8. Subsequent
Events). The Company is also pursing a strategy to raise additional working
capital through the financing of accounts receivable or working capital loans.
Efforts to increase the volume of consulting services resulted in significant
new business during the latter part of the first quarter of 2004, with further
increases in consulting revenues anticipated for the remainder of the year. The
Company believes this increased revenue level should result in profitability
during 2004.

2.  ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

In October 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 10-30 percent of the gross face amount
sold. At December 31, 2003, the outstanding accounts receivable sold was
$220,455 and the related note payable was $159,717. 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 51% interest rate
on the outstanding balance. The Company sells a significant portion of its
accounts receivable and collects the remainder in the ordinary course of
business.

3.  LEASE

Through January 2004, the Company leased its office space under a month-to-month
agreement with a shareholder. Rental expense under the agreement was $28,400 and
$18,000, respectively, for the years ended December 31, 2003 and 2002. Effective
January 2004, the Company terminated the office lease with the shareholder. The
Company executed a 28 month sub-lease for office space and equipment with a
third party for $ 4,800 per month beginning January 16, 2004.

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.


                                      F-10
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


4.   INCOME TAXES
(CONTINUED)

<TABLE>
<CAPTION>
                                                                2003              2002
                                                             -----------      -----------
<S>                                                          <C>              <C>
          Loss before income taxes                           $(1,411,612)     $  (701,981)
                                                             ===========      ===========
          Income tax benefit computed at statutory rates     $  (479,948)     $  (238,674)
          Permanent differences, nondeductible expenses           56,278            1,558
          Increase in valuation allowance                        445,527          245,691
          Other                                                  (21,857)         (12,708)
                                                             -----------      -----------

          Tax Benefit                                        $        --      $    (4,133)
                                                             ===========      ===========
</TABLE>


No federal income taxes have been paid since inception of the Company. The
Company files a consolidated tax return with its subsidiary and has a net
operating loss carryforward of approximately $1,642,000 which will expire in
2021 through 2023. The Company's net operating loss carryforwards may be subject
to annual limitations, which could reduce or defer the utilization of the loss
as a result of ownership change as defined in section 382 of the Internal
Revenue Code.

DEFERRED INCOME TAXES

The net deferred tax assets that would result from use of net operating loss
carryforwards have been fully reserved for in the financial statements.

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.

<TABLE>
<CAPTION>
                                                                        2003           2002
                                                                      ---------      ---------
          DEFERRED TAX ASSETS
<S>                                                                   <C>            <C>
              Net operating loss carry forward                        $ 558,379      $ 272,318
              Valuation allowance                                      (691,218)      (245,691)
              Conversion to cash basis for tax reporting purposes       132,839             --
                                                                      ---------      ---------
          Total deferred tax asset                                           --         26,627
                                                                      ---------      ---------
          DEFERRED TAX LIABILITY

              Conversion to cash basis for tax reporting purposes            --         26,627
                                                                      ---------      ---------
          Net deferred tax liability                                  $      --      $      --
                                                                      =========      =========
</TABLE>


                                      F-11
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


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.

PAYROLL TAX LIABILITY

The Company owes approximately $395,000 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 effect on the Company's financial position or
results of operations.

6.   NOTES PAYABLE TO SHAREHOLDERS

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 Company's
stock. On May 28, 2003, the 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 3,920,000 shares of the
Company's common stock.


                                      F-12
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


7.   WARRANTS, OPTIONS AND STOCK ISSUED FOR SERVICES


<TABLE>
<CAPTION>
                                                  Number of Shares      Exercise Price
                                                  ----------------      --------------
<S>                                               <C>                   <C>
Warrants
   December 31, 2002 (as modified and
           Adjusted for stock splits)                2,000,000            $.055
   Granted during 2003                               6,600,000            $.125
   Exercised during 2003                             6,000,000            $.055-$.125
                                                    ----------
December 31,2003                                     2,600,000            $.125
                                                    ----------

Options
   December 31,2002 (as modified and
           Adjusted for stock splits)                  800,000            $.156-$.312 (avg $.234)
   Granted during 2003                                 890,000            $.125
                                                    ----------
   December 31,2003                                  1,690,000            $.125-$.312(avg $.177)
                                                    ----------
</TABLE>


During the third quarter 2003, warrants to purchase 6,600,000 post-split shares
at $ .125 per share and 1,440,000 post-split shares of common stock were issued
to employees and consultants for compensation and services. The Company
calculated the fair market value of the warrants using the Black-Scholes option
pricing model. The Company amortized the warrant expense over the service period
of the consulting agreements. All the warrants were exercised or expired by
January 31, 2004.

During August 2003, options to purchase 890,000 shares of common stock at an
exercise price of $.125 per share were issued to officers and employees (10
individuals). The options expire August 31, 2008.

8.   SUBSEQUENT EVENTS

On March 4, 2004, the Company finalized an agreement for the purchase of 1,700
shares of the Company's newly created 4% Series B Convertible Preferred Stock
for $1,700,000. Each $1,000 preferred share can be converted into 7,692 shares
of the Company's common stock. During March 2004, the first $850,000 was
received and 850 shares of preferred stock and warrants to purchase 11,050,000
shares of common stock at $.25 were issued to the investors. Warrants to
purchase 1,100,000 shares of common stock at $.25 were issued to the selling
agent and warrants to purchase 700,000 shares of common stock at $.20 were
issued to consultant/attorney. The warrants have a term of four years. The
Company has agreed to register the underlying shares under a Form SB-2
registration statement. There are penalties for not meeting timely filing and
effectiveness deadlines. Net proceeds from the first tranche, including all
necessary accruals for the required registration and lock up fees, was
approximately $500,000. The second $850,000 is scheduled to be received five
days after the effective date of the Registration Statement; additional net
proceeds should be approximately $730,000.


                                      F-13
<PAGE>


                             THE PROJECT GROUP, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


8.   SUBSEQUENT EVENTS
(CONTINUED)


As required by the agreement, the Company entered into an employment agreement
with Craig Crawford as President and Chief Executive in March 2004. The term of
the agreement is through February 2007, and includes a base salary of $144,000
per annum. The employee agreement includes significant penalties for early
termination of employment or change in control of the Company.

During January 2004, warrants to purchase 600,000 shares of common stock were
exercised for $75,000, and warrants to purchase 2,000,000 shares of common stock
expired unexercised.



                                      F-14
<PAGE>


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

Not Applicable


                                    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
  333 North Sam Houston                 Chief Financial Officer and Director
  Parkway East, Suite 275
  Houston,  TX  77060

  William  H.  Moebius      72          Chairman and Director
  333 North Sam Houston
  Parkway East, Suite 275
  Houston,  TX  77060

  John  Winchester          56          Senior Vice President and Director
  333 North Sam Houston
  Parkway East, Suite 275
  Houston,  TX  77060

  Emmett  R. McCoppin, Sr.  47          Vice President, Chief Technology Officer
  333 North Sam Houston                 and  Director
  Parkway East, Suite 275
  Houston,  TX  77060

  Sean  Hanson              43          Director, Treasurer and Secretary
  333 North Sam Houston
  Parkway East, Suite 275
  Houston,  TX  77060


     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 March 26, 2003 and has served as the
President, Chief Executive Officer, Chief Financial Officer and Director of Pro
Squared, Inc., our subsidiary, since its inception in July 2001. 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 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 March 26, 2003 and has
served as the Chairman of Pro Squared, our subsidiary, since inception in July
2001. Mr. Moebius brings over 40 years of experience in the construction and
management of process facilities worldwide. From 1997 through 2001, Mr. Moebius
served as a consultant for Genisys Information Systems, Inc. located in Texas.
Formerly the Vice President of engineering and construction for Coastal
Corporation, from 1991 through 1997, Mr. Moebius was responsible for hundreds of
millions of dollars of successful projects at Coastal Corporation 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
March 26, 2003 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 Pro Squared,
Inc., our subsidiary since its inception in July 2001. 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 March 26, 2003. Mr. McCoppin 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 Pro Squared, our subsidiary company, since its
inception in July 2001. 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
March 26, 2003 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 Pro Squared, our
subsidiary company, since July 2001. 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


<TABLE>
<CAPTION>
                                                       Long-Term Compensation
                                                   -----------------------------
                         Annual  Compensation     Awards      Payouts
                         --------------------     ------      -------
                                                Restricted
Name  and                                        Stock
Principal                                        Bonus -      Other($)
Position(s)               Year     Salary($)     shares    Compensation    Awards (# shares)
-----------------------------------------------------------------------------------------
<S>                       <C>      <C>           <C>           <C>         <C>
                          2003     $ 0              0          None
James W. McCabe, Jr.      2002     $ 0              0          None
Former President(*)       2001     $ 0              0          None

Craig  Crawford           2001     $49,165
President                 2002     $118,320      74,952
                          2003     $131,000      20,000
Sean Hanson               2003     $111,692.28   20,000
Treasurer, Secretary
and Director
</TABLE>


(*) Mr. McCabe has not served as our President or Board Member since March 28,
2003.

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

Stock Option Plans

      In March 2003, our board of directors and stockholders adopted our 2003
Employee/Consultant Stock Compensation Plan. We reserved 6,000,000 shares of our
common stock for issuance upon grant of stock or exercise of options granted
from time to time under the 2003 plan. The 2003 stock compensation plan is
intended to assist us in securing and retaining key employees, directors and
consultants by allowing them to participate in our ownership and growth through
the grant of stock and stock options.

      Under the stock compensation plan, we may grant stock and stock options
only to employees and consultants. The 2003 stock compensation plan is
administered directly by our board of directors.

      Subject to the provisions of the stock compensation plan, the board will
determine who shall receive stock or stock options, the number of shares of
common stock that may be granted or purchased under the options, the time and
manner of exercise of options and exercise prices.


Compensation of Directors

     During the fiscal year ending December 31, 2003, we issued options to each
of our officers and directors to purchase 140,000 shares of our common stock at
$.125 per share. Other than as described herein, no other officer or director
received any type of compensation from our Company for serving as such. No
arrangements are presently in place regarding compensation to directors for
their services as directors or for committee participation or special
assignments.


<PAGE>


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


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

     The following table sets forth each person known by us to be the beneficial
owner of five percent or more of our common stock, all directors individually
and all of our directors and officers as a group. Except as noted, each person
has sole voting and investment power with respect to the shares shown. The
following table is based upon an aggregate of 56,396,000 shares of our common
stock outstanding as of April 10, 2004.


                            Number of Shares of             Percent of
                               Common Stock                Common Stock
                               Beneficially                Beneficially
Name of                       Owned or Right              Owned or Right
Beneficial Owner            to Direct Vote (2)          to Direct Vote (2)
------------------          ------------------          ------------------

  Craig  Crawford                6,726,944(3)(4)                11.89%

  William  H.  Moebius           2,621,653 (3)                  4.63%

  John  Winchester               5,029,778(3)                   8.89%

  Emmett  R. McCoppin, Sr.       6,604,637(3)                   11.68%

  Sean  Hanson                   4,395,012(3)                   7.77%

  All directors and executive   25,378,024(5)                   44.4%
  officers as a group
 (five persons)


---------

* Indicates less than one percent of our total shares of common stock
outstanding.

(1) Unless otherwise indicated, the address of each person listed is c/o The
Project Group, Inc. 333 North Sam Houston Parkway East, Suite 275, Houston,
Texas, 77060.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of Common Stock owned by such
person.

(3) Includes an option to purchase 140,000 shares of our common stock at an
exercise price of $0.125 per share.

(4) Includes an option for Lisa Crawford, the spouse of Craig Crawford, to
purchase 10,000 shares of our common stock at an exercise price of $0.125 per
share.

(5) Includes options to purchase an aggregate of 710,000 shares of our common
stock at an exercise price of $0.125 per share.

(6) Such figure is calculated based on the current option and common stock
holdings of our officers. It does not account for the right of our officers and
directors to convert 14,515,906 of their aggregate shares of common stock into
shares of our Class A Preferred Stock which would then provide our officers an
aggregate voting right of approximately 59.38% of our outstanding common stock.


<PAGE>


Item 12. Certain Relationships and Related Transactions.


     In consideration for our officers and directors who had converted an
aggregate of $64,486.31 of accrued salaries owed to them into shares of Pro
Squared, Inc. common stock, the officers and directors were granted an option of
converting all of their then owned 14,515,906 shares of common stock into a
designated class of our Class A Preferred Shares that will offer voting rights
identical to those rights of holders of common shares. Such option were also be
given to William Moebius who has converted a $15,000 note into shares of common
stock. Such Class A preferred stock is exercisable two (2) years from the date
of issuance (which has not yet occurred) and, if and when converted, shall be
converted into shares of our common stock based on the total number of shares of
the our common stock issued and outstanding on the conversion date such that the
issuance of our common stock to the holder shall represent, on a pro rata basis,
59.38% of our then outstanding common stock. Such Class A preferred shares shall
have voting rights equal to an aggregate of 59.38% of the total shares
outstanding of our Common Stock, on a pro rata basis.

ITEM 13.  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the date of this Annual Report for the year
ended December 31, 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
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
-------  ---------------------

3.1       Articles of Incorporation of the Company, previously filed as an
          exhibit to our registration statement on Form 10-SB filed on December
          10, 1999, and incorporated herein by reference.

3.2       By-Laws of the Company, previously filed as an exhibit to our
          registration statement on Form 10-SB filed on December 10, 1999, and
          incorporated herein by reference.

10.1      Agreement and Plan of Reorganization between the Company, Pro Squared
          and the Shareholders of Pro Squared, Inc., filed as an exhibit to our
          Form 8-K on March 28, 2003.

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.


                                        THE PROJECT GROUP, INC.

Date: April 12, 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 12, 2004
  Craig  Crawford                    President, Chief Executive
                                     Officer and Director


/s/   William  H.  Moebius
--------------------------
  William  H.  Moebius               Chairman and Director                April 12, 2004


/s/
--------------------------
  John  Winchester                   Senior Vice President and Director   April 12, 2004


/s/
--------------------------
  Emmett  R. McCoppin, Sr.           Vice President, Chief Technology     April 12, 2004
                                     Officer  and  Director

/s/   Sean  Hanson
--------------------------
  Sean  Hanson                       Director, Treasurer and Secretary    April 12, 2004
</TABLE>