<PAGE>


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

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

For the fiscal year ended:  December 31, 2002

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

For the transition period from_________to__________

Commission file Number 0-33493

                       GLOBAL BOULEVARD INTERNATIONAL, INC.
                   -------------------------------------------
                 (Name of small business issuer in its charter)


             Nevada                                            88-0392153
------------------------------------                        -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

 2133 Imperial Circle, Naples, Florida
-------------------------------------                       ------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number:   239-593-7907

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

Title of each class                                      Name of exchange on
                                                           which registered

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

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

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
              Yes  X        No ____

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

     The issuer is a developmental stage company, and as such has yet to
generate any revenues at December 31, 2002.

     Based on the average of the closing bid and asked prices of the issuer's
common stock on March 15, 2003, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $39,337.50.

     The issuer had 5,524,501 shares of common stock issued and outstanding,
par value $.001 per share as of March 15, 2003.

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

<PAGE>
                                     PART I

Item 1. Description of Business


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


<PAGE>
History of Global Boulevard International, Inc.

General Development

Global Boulevard International, Inc. ("Global Boulevard") was incorporated in
Nevada on April 16, 1998 as Registered Agents of Southern Nevada, Inc.  Our name
was changed to Global Boulevard International, Inc. on March 25, 2000.

Global Boulevard International, Inc., originally an Internet e-Commerce company,
hereinafter referred to as "GBBV" or the "Company"  was organized by the filing
of Articles of Incorporation  with the Secretary of State of the State of Nevada
on April 16, 1998 (Date of Inception) under the name Registered Agents of
Southern Nevada, Inc.  The Company amended its Articles on March 25, 2000
changing its name to Global Boulevard International, Inc. The Amended Articles
of the Company authorized the issuance of one hundred million (100,000,000)
shares of Common stock at par value of $0.001 per share and no shares of
Preferred stock.

The Company has no revenue history and does not anticipate any revenues in the
near future other than potential revenue from its recently acquired subsidiary.
The Company faces all of the risks inherent in any new business. These risks
include, but are not limited to, competition, changing laws and regulations, the
need for additional capital, and the possible inability to adapt to various
economic changes inherent in a market economy. The likelihood of success of the
Company must be considered in light of these problems and expenses that are
frequently incurred in the operation of a new business venture.

Business of Global Boulevard

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

Principal Products, Services and Principal Markets

GBBV was incorporated with an original principal business strategy to establish
a network of Transaction Centers throughout tax-neutral domiciles planned to
host and facilitate the implementation of international e-commerce activities on
behalf of client companies.  The Company wanted to bring these facilities
together, in one location, utilizing the essential technological solutions
available for conducting international business through the Internet e-commerce
platform.  Based on adverse market conditions and the failure of many Internet
"dot.com" companies, GBBV has reconsidered its original business plan and, as
such, has entered into an agreement to acquire the outstanding shares of
common stock of Pro Squared, Inc. as set forth below.

Recent Events

     On March 26, 2003, Global Boulevard International, Inc. ("GBBV ") entered
into an Agreement and Plan of Reorganization, (the "Reorganization Agreement")
which sets forth the terms and conditions of a proposed business combination of
GBBV and Pro Squared, Inc., a Texas corporation, ("Pro" or "Pro2"). Pursuant to
the Reorganization Agreement, Pro2's shareholders exchanged 99.5% of the
outstanding shares of Pro2 for 49,720,500 newly issued, shares of GBBV . Pro2
will, as a result of such transaction, become a majority-owned subsidiary of
GBBV.

Business Summary of Pro Squared, Inc.

Pro provides project management consulting and strategic business consulting
services  with  a  focus  on  consulting  activities  which include, but are not
limited  to,  project  management  consulting  and  business  strategy,  project
management  systems and network architecture, computer software design, and
value and  segmentation analysis. When Pro offers its project management
services, Pro  teaches  and/or  provides  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  Pro's  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. Pro also provides technology consulting
services meaning that Pro reviews a client company's computer systems, internal
networks and file servers and their capabilities to support a proposed project
desired  by  the  client  company.  Pro  also  prepares  computer network
specifications and provides on-site technical assistance with computer networks
so as  to  enable their client companies to conduct a desired project via the
Internet. Pro has provided design and architecture services for the computing
environment, the  communications  network  and  the  software  applications  for
the project management  systems  of  its  clients.

While  there  exist  several  traditional  management consulting firms that
offer  services related to general operating matters, Pro believes that it can
and has distinguished itself by focusing on specific project management services
which  are  more  narrowly defined and specialized. By focusing its attention on
project  management  and  related  consulting  activities  Pro  allows its
project managers and senior level professionals to interface directly with
senior client personnel.

The project management consulting services that Pro undertakes are usually
performed on a  time-and-materials basis. The size of the professional team Pro
assigns  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. Pro's staff is billed out at various rates
ranging from  entry  level  at $100.00 to more than $250.00 per hour, depending
upon the level of expertise required of each individual assigned to a particular
project, and  the  overall  project  complexity.


Overview

     Pro  Squared,  Inc.  is a Texas corporation, incorporated on July 24, 2001,
and  is  a provider of (i) project management services meaning that Pro2 teaches
and/or  provide  the  techniques  used  by  companies  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,  and  Pro2 also provides (ii) technology consulting services
meaning  that  Pro2  reviews  a  client  company's  computer  systems,  internal
networks,  computer  file  servers  and their capabilities to support a proposed
project  desired  by  the  client  company.  Pro2 also prepares computer network
specification and provide on-site technical assistance with computer networks so
as  to  enable the client company to conduct a desired project via the Internet.
Project management consulting is a highly specialized, profitable and fragmented
market  spread  across  various  industries  and governmental entities. With new
technological  advances  in  software  and management training, corporations and
governments  are  beginning  to  realize the value of implementing and upgrading
their  project management systems and assessing the implementation of enterprise
wide  project  management  systems.  Pro2's  objective  is  to become one of the
leading  project  management/technology  consulting  firms.

     In  December  2001,  Pro2's  directors  and  shareholders  each unanimously
approved  a  forward  split  of  Pro2 common stock such that each stockholder of
record on January 1, 2002 received 40 shares of common stock for every one share
previously  held.

     On  January  21, 2002, Pro2 filed a certificate of reservation of corporate
name  with the office of the Secretary of State of the State of Texas to reserve
the  name  "The Project Group". Since that time, Pro2 has been doing business as
The Company's shareholders have, pursuant to the Reorganization Agreement, voted
to change the name of the Company to "The Project Group, Inc."

     Pro2's  principal  executive  offices  are located at 1770 St. James Place,
Suite  115, Houston, Texas 77056. Pro2's telephone number is 713/622-1100 and
Pro2's fax  number  is  713/622-1103.


Operations

     Pro2  provides project  management  consulting  and  strategic  business
consulting services with a focus on consulting activities which include, but are
not  limited  to,  project  management consulting and business strategy, project
management  systems and network architecture, computer systems design, and value
and  segmentation analysis. When Pro2 offers its project management services, it
teaches  and/or  provides 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  Pro2  consulting work include the development of project
management  services  for  an  oil  refinery,  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.  Pro2  also  provides
technology  consulting  services  meaning  that  Pro2 reviews a client company's
computer  systems,  internal networks and file servers and their capabilities to
support  a  proposed  project  desired by the client company. Pro2 also prepares
computer  network  specification  and  provide on-site technical assistance with
computer  networks  so  as  to  enable  the  client company to conduct a desired
project via the Internet. Pro2 has provided design and architecture services for
the  computing  environment,  the  communications  network  and  the  software
applications  for  the  project  management  systems  of  Pro2  clients.

<PAGE>

     While  there  exist  several  traditional  management consulting firms that
offer  services  related to general operating matters, Pro2 believes that it can
and has distinguished itself by focusing on specific project management services
which  are  more  narrowly defined and specialized. By focusing its attention on
project  management  and  related  consulting activities Pro2 allows its project
managers and senior level professionals to interface directly with senior client
personnel. Generally, Pro2's long term project management consulting assignments
begin  with  a  detailed  assessment  of the company client's project management
processes  and capabilities. This provides Pro2 with a detailed understanding of
Pro2  clients' business strategy, areas where Pro2 can have the most impact, and
identifies  potential  risk.

     The  project  management  consulting  services  that  Pro2  undertakes  are
performed  on a time-and-materials basis. The size of the professional team Pro2
assigns 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.

    Pro2's staff works in close conjunction with client personnel, at the client
site,  on  any  given  project.  This partnering with the client, Pro2 believes,
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
Pro2's  business,  Pro2  has developed methodologies, processes, software, tools
and  templates which are used by Pro2 consultants to help improve the quality of
Pro2  work.  These  processes  help  lower  the  client's  cost  of  management
implementation  and  help  to reduce the time required to perform the work. Pro2
maintains  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 Pro2 consultants working at
the clients sites via the Internet. Pro2 believes that its 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

   Pro2's analysis process reviews a given client's current business objectives,
operational  structure,  and  systems architecture. Pro2 then reviews what added
value  a  client  would  gain  if such a company implemented a formal system for
project  management. Pro2 then develops a budget and prepare an outline of how a
client  company  can  create,  implement  and maintain a management system for a
given  project.  Pro2 uses this information to relate to the client their system
functionality  and  associated  costs  to specific and measurable benefits. Pro2
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.  Pro2  services include an assessment phase in which Pro2 evaluates
the  client's  current  business  and project management process and capability.
Pro2 works with the client to design and develop an appropriate solution to meet
the  client's  needs.  Pro2's  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 Pro2 professionals, the client's staff, and vendor personnel) to
implement  the  project  and coordinate the various hardware, software and other
components  required.


<PAGE>

SOFTWARE  PRODUCTS  EXPERTISE  Pro2  provides  application  software  and  other
software  products  used  to  reduce  development  time  and  cut  Pro2 clients'
management  and operating costs. Pro2 is familiar with many third-party software
products  for  the  industries  Pro2  serves and on occasion utilizes Pro2's own
software  tools  for  Pro2  clients'  projects.  Pro2  has 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  Pro2  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 PROJECT 2000. 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. Pro2 received a non-exclusive right to
the  training  materials  from  Mediatrain.net,  Inc.  on  January 18, 2002. The
training material has been sub-licensed from us for internal use by Halliburton,
Inc.  and  Waste  Management,  Inc.

     With  the exception of the training software, these software tools have not
been sold to the general public or to Pro2 client base.

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

<PAGE>

CHANGE  MANAGEMENT AND TRAINING. As part of Pro2 services, it is often necessary
that  Pro2  assists  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. Pro2 believes that
the  maturity  and capability of the client organization is a critical factor in
the  success  or  failure  of  its  project  management. Whether it is a package
implementation or a complex systems integration project, all stakeholders of the
client  are  potentially  affected. The failure of the users to properly utilize
the  system  can  mean  the  difference in whether or not the client obtains the
benefits originally specified for the project. Pro2's 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. Pro2 offers its clients a variety of
training  options  in  its  project  work. Pro2 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. The Microsoft Project 2000 web based training
programs  that  Pro2 may offer to Pro2 clients were developed by Mediatrain.net,
Inc.  from whom Pro2 received a non-exclusive right to the training materials on
January  18,  2002.  Additionally,  Pro2 has developed a comprehensive Microsoft
Project  2000  training  curriculum, with outlines, examples, lesson plans, etc.
These  training  materials  are  owned by us and are constantly being refined to
reflect  the  needs  of  clients.

     Pro2  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.

     Pro2  also  offers its clients a variety of multi-media services focused on
training  and  communication.  These  services delivered through Pro2's Creative
Delivery  Systems  include  multi-media  training systems that utilize 2D and 3D
graphics,  custom  video and audio, and all levels of animation. Pro2's 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.  Pro2  multi-media  application  work  extends  to  the development of
Internet  and  Intranet  applications.


<PAGE>

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

     Pro2  utilizes a relationship-selling model in most of its business areas.
The  critical  component  in  this  selling  model is its project manager. Pro2
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,  Pro2  project  managers  are  able to establish Pro Squared as a business
partner  with  the  client.

     By  having a detailed knowledge of the mission, vision and strategy of Pro2
clients,  Pro2  strives 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.  Pro2  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.

     Pro2's  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  Pro2  sales  team;  leads  from Pro2 employees; contacts from
industry  research  organizations;  leads generated by attendance at conferences
and  trade  shows;  leads from marketing efforts, telemarketing and advertising;
and  referrals  from  current  and  former  clients.  Additionally,  all  senior
personnel  are  encouraged  to maintain their own network of contacts to develop
potential  new  business sources. Pro2 also participates in a number of software
vendor and industry conferences and trade shows each year. These events serve to
broaden  Pro2  exposure  and provide client feedback as its senior technical and
management  personnel  participate  in speaking engagements and other conference
events.

     Pro2  has  developed  a  revenue  generating  strategy  approach  based on
software  development, consulting, integration and consolidation. Pro2's
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 Pro2 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  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.  Pro2  has  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,  Pro2  keeps its technical team current with the evolutionary development
path of Microsoft Project. Pro2 participates 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.

     Pro2  pays  an  annual  Microsoft  Project  Partner  fee  in  the amount of
$1,569.63  to  be  a  partner  of this group. Pro2's Microsoft Certified Partner
identification  code  is 565406. Pro2 believes that there are over 100 Microsoft
Project  Partners  located throughout the world. The Microsoft Certified Partner
Program  is  a  recognized,  worldwide  program  for  independent companies that
provide  Microsoft-based  IT  services and products to corporate, government and
small-  or  medium-sized  businesses.  Partners  must encompass a broad range of
technical  expertise,  including  specialized  disciplines  such  as e-commerce,
networking  and collaboration. Microsoft Certified Partners must have at least 2
Microsoft  Certified  Professionals  on  staff  or  1  software  product  that
successfully completes one of the following software tests: designed for windows
XP logo, Windows 2000 independently verified compatible or technical integration
testing  for  Commerce  Server  2000.

     2) Modules. Pro2 focuses time and resources on the
        --------
development  of  project  management  software  that  enhances  or  expands  the
capabilities  of  Microsoft  Project.  Pro2  will  continue  to  develop project
management  software  and  processes that improve managements ability to monitor
projects  throughout  their  organization.  While  Pro2  does  not have a formal
agreement  with  Microsoft to develop enhancements or expansion of the Microsoft
Project  software,  It  is  Pro2's  understanding  that  Microsoft  encourages
developers  to  develop  tools  that  enhance  its  products.

    3) Applications. Pro2 believes that its consulting engagements will
       -------------
create resale opportunities for Pro2 products and services. Pro2 is 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. Pro2 has developers and programmers to write project
management programs. Pro2 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. Pro2 does not intend to incorporate proprietary
applications written from other sources in the development of Pro2 software
tools and products.


     4)   Consulting Strategy. Pro2's experience has indicated that for every $1
          --------------------
spent on project management software, an estimated $10 will be spent on
consulting, training and integration. Pro2's goal is to simultaneously leverage
its software strategy, to procure high value long term consulting and
integration contracts and develop a reinforcing distribution application loop
among its consultants and application developers.

     Pro2 has identified and developed modules to position itself to
address the five fastest segments of project management which are listed below.
It is Pro2's 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.

Pro2 believes the fastest growing segments of the project management market
include:



<PAGE>


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

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

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

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

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




<PAGE>



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

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

     As a new company, Pro2 expects to encounter the following difficulties in
achieving its business growth:

-    - Pro2 sales cycle may be slow so that its ability to survive between
     large consulting assignments may be in question.

-    - Consulting software technology is complex and is constantly changing.
     Pro2 must maintain its relationship with Microsoft and keep its personnel
     trained and updated.

-    - Personnel resources are difficult to find and Pro2 can give no assurance
     that it will attract qualified personnel to work for us. Additionally,
     Pro2 must invest time and efforts in teaching new personnel its processes
     and procedures.

Potential  Revenue  Streams

     Pro2 intends to capitalize on the following revenue streams that will be
developed as a result of providing project management products and services to
Fortune 1000 companies. These may include, but not be limited to:

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


<PAGE>




     As of March 26, 2003 Pro2 had 59,044,266 shares of common stock issued and
outstanding. At the Closing 58,754,266 shares of Pro2 common stock were
exchanged for 49,720,500 shares of GBBV Common Stock, an exchange of 1 share of
GBBV Common Stock for every 1.1816909 shares of Pro2 Common Stock currently
owned. Pursuant to the terms of the Reorganization Agreement, the shares of GGBV
Common Stock issued herein shall subsequently be reverse split at a 1:2.5 basis
so that the aggregate number of shares issued to the GBBV Shareholders of
49,720,500 shall be reduced to 19,888,200 shares of GBBV Common Stock, subject
to shareholder approval.

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

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

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

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


<PAGE>

RISK FACTORS
------------

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

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

Special  note  regarding  forward-looking  statements

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

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

<PAGE>
RISK FACTORS RELATED TO GBBV

Limited Operating History

The Company was first incorporated in the State of Nevada on April 16, 1998.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be based,
each of which must be considered in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of development.


Lack Of Profitability; Continuing Losses; And Doubtful Ability To Continue As A
Going Concern.

We have a deficit accumulated during the development stage of approximately
$180,000. As a result of our recurring losses from operations and net capital
deficiency, our independent auditor's report, dated March 21, 2003, for the year
ended December 31, 2002, states that these conditions raise substantial doubt
about our ability to continue as a going concern. We have no current operations.
We have been focusing on other business opportunities in its attempt to locate
and consummate a merger or acquisition with a private entity. There can be no
assurance, however, that we will be able to acquire any business or business
opportunity or that any business or business opportunity that we acquire will
prove successful or will be able to operate profitably.

Risks Associated with Acquisitions

The process of integrating an acquired business, technology, service or
product(s) into the Company may result in unforeseen operating difficulties and
expenditures. Future acquisitions could result in potentially dilutive issuances
of equity securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of operations
and financial condition. Any future acquisitions of other businesses,
technologies, services or product(s) might require the Company to obtain
additional equity or debt financing, which might not be available on terms
favorable to the Company, or at all, and such financing, if available, might be
dilutive.

The Company May Need Additional Financing.

Future events, including the problems, delays, expenses and difficulties
frequently encountered by companies may lead to cost increases that could make
the Company's funds insufficient to fund the Company's proposed operations. The
Company may seek additional capital, including an offering of its equity
securities, an offering of debt securities or obtaining financing through a bank
or other entity. The Company has not established a limit as to the amount of
debt it may incur nor has it adopted a ratio of its equity to a debt allowance.
If the Company needs to obtain additional financing, there is no assurance that
financing will be available from any source, or that it will be available on
terms acceptable to the Company, or that any future offering of securities will
be successful. The Company could suffer adverse consequences if it is unable to
obtain additional capital when needed.

We May, In The Future, Issue Additional Shares Of Our Common Stock Or, When
Available, Preferred 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. 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 or preferred 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 may lower the price of our common stock.

Purchasers Of Our Common Stock Could Experience Substantial Dilution Of Their
Investment Upon Conversion Of Such Securities.

Upon effectiveness of the authorization of our class of Preferred Stock, GBBV
will have Preferred stock convertible into approximately 59% of the outstanding
shares of GBBV Common Stock, will have warrants and options outstanding to
purchase shares of GBBV Common Stock. Purchasers of common stock could,
therefore, experience substantial dilution of their investment upon conversion
of the preferred stock, warrants or options.

The Application Of The "Penny Stock Regulation" Could Adversely Affect The
Market Price Of The Company's Common Stock.

The Company's common stock is a penny stock. Penny stocks generally are equity
securities with a price of less than $5.00 per share other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
Stock Market, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The
Company's securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the Company's
securities and may have the effect of reducing the level of trading activity of
the Company's common stock in the secondary market. The foregoing required penny
stock restrictions will not apply to the Company's securities if such securities
maintain a market price of $5.00 or greater. There can be no assurance that the
price of the Company's common stock will reach or maintain such a level.

Limitation On Liability Of Directors.

Our Certificate of Incorporation provides that any of our directors will not be
personally liable to Global Boulevard or its shareholders for monetary damages
resulting from breaches of his fiduciary duty of care as a director, including
breaches which constitute gross negligence. As a result, the rights of Global
Boulevard and its shareholders to obtain monetary damages for acts or omissions
of directors will be more limited than they would be in the absence of such
provision. The provision would not apply to a violation of a director's
responsibility under the Federal securities laws.

Possible Use Of Debt Financing; Debt Of An Acquired Business.

There are currently no limitations relating to our ability to borrow funds to
increase the amount of capital available to us to effect a business combination
or otherwise finance the operations of an acquired business. The amount and
nature of any borrowings will depend on numerous considerations, including our
capital requirements, perceived ability to meet debt service on such borrowings
and then-prevailing conditions in the financial markets, as well as general
economic conditions. There can be no assurance that debt financing, if required
or otherwise sought, will be available on terms deemed to be commercially
acceptable and in our best interests. Our inability to borrow funds required to
effect or facilitate a business combination, or to provide funds for an
additional infusion of capital into an acquired business, may have a material
adverse effect on our financial condition and future prospects. Additionally, to
the extent that debt financing ultimately proves to be available, any borrowings
may subject us to various risks traditionally associated with incurring of
indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.

Cumulative Voting And Pre-Emptive Rights.

There are no pre-emptive rights in connection with our common stock. Therefore,
our current shareholders will be in all likelihood significantly diluted in
their percentage ownership of Global Boulevard in the event we issue shares of
stock in connection with an acquisition of a business or business opportunity.
Cumulative voting in the election of directors is not allowed. Accordingly, the
holders of a majority of the shares of our common stock, present in person or by
proxy, will be able to elect all of our Board of Directors.

Dividends.

At the present time, we do not anticipate paying dividends on our Common Stock
in the foreseeable future. Any future dividends will depend on earnings if any,
our financial requirements and other factors.

Potential Future Sales Pursuant To Rule 144.

Many of the shares of common stock presently held by management and others are
"restricted securities" as that term is defined in Rule 144, promulgated under
the Securities Act. Under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period, may, under certain
circumstances sell within any three-month period a number of shares which does
not exceed the greater of 1% of the then outstanding shares of Common Stock, or
the average weekly trading volume during the four calendar weeks prior to such
sale. Rule 144 also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who is not an affiliate of Global
Boulevard and who has satisfied a two-year holding period. Such holding periods
have already been satisfied in many instances. Therefore, actual sales or the
prospect of sales of such shares under Rule 144 in the future may depress the
prices of Global Boulevard's securities.

Restrictions On Transferability; Limited Trading Market.

Only a limited trading market for our stock currently exists. Our market price,
which currently is listed on the OTC Bulletin Board under the symbol GBBV, has
in the past fluctuated substantially over time and is not actively traded. In
addition, we believe that relatively few market makers make a market in our
stock. The actions of any market maker could substantially impact the volatility
of our stock and an investors ability to sell stock.

Employees

As of the date hereof, we have no full- or part-time employees and have no plans
for retaining employees until such time as our business warrants the expense, or
until we successfully acquire or merge with an operating business. However, our
newly acquired subsidiary, Pro Squared, Inc. has approximately twenty full time
employees, several full time independent consultants, and part time individuals.
We do not foresee any significant changes in the number of employees or
consultants Pro Squared will have over the next twelve months, unless the growth
of our business demands it. The Company's future success also depends on its
ability to retain and attract highly qualified technical and managerial
personnel, if needed.

<PAGE>

Item 2. Properties.

GBBV's headquarters will be relocated to the current offices of Pro2 located at
1770 St. James Place, Houston, Texas 77056. Pro2's current facilities, which
consists of approximately 1,500 square feet, will continue to be leased to Pro2
on a month to month basis for a monthly rental fee of $1,500.

Item 3. Legal Proceedings.

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

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

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

<PAGE>
                                     PART II

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

The Company's Common Stock is traded on the OTC Bulletin Board under the symbol
"GBBV" and commenced its trading under that symbol on December 15, 1998, under
the original trading symbol "RGAG". When the Company adopted the name change of
Global Boulevard Management, Inc., it was given the trading symbol "GOBO" This
trading symbol was changed to "GBBV" in October, 2000, when the Company
initiated its two-for-one reverse stock split. 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. These bid quotations have been adjusted retroactively to reflect
the two-for-one reverse stock split which took place in October, 2000.

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

Calendar Year 2001
---------------------------
First Quarter ended 3/31/01         $0.75            $0.31
Second Quarter ended 6/30/01        $0.32            $0.25
Third Quarter ended 9/30/01         $0.30            $0.25
Fourth Quarter ended 12/31/01       $0.30            $0.24

Calendar Year 2002
---------------------------
First Quarter ended 3/31/02         $0.21            $0.20
Second Quarter ended 6/30/02        $0.15            $0.15
Third Quarter ended 9/30/02         $0.13            $0.10
Fourth Quarter ended 12/31/02       $0.12            $0.08

Calendar Year 2002
------------------
Quarter ending March 31, 2002       $0.24            $0.20
Quarter ending June 30, 2002        $0.20            $0.15
Quarter ending September 30, 2002   $0.15            $0.10
Quarter ending December 31, 2002    $0.12            $0.07



(ii) Holders
--------------

The number of holders of record of common stock as of December 31, 2002 was
approximately thirty-four (34), this number includes the Company's sole
Director/Officer. The Company has 5,524,501 common shares issued and outstanding
as of December 31, 2002 and 55,245,000 as of March 31, 2002.

(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

     For the fourth quarter of the year ended December 31, 2002, we have not
issued any shares of our common stock.


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


General

We  have  no current business operations other than the business of our recently
acquired  majority owned subsidiary, Pro Squared, Inc. The Company has a limited
operating  history upon which an evaluation of the Company, its current business
and  its  prospects  can be based. The Company's prospects must be considered in
light  of  the  risks,  uncertainties,  expenses  and  difficulties  frequently
encountered  by  companies  in  their  early  stages  of  development.

The Company has not achieved revenues or profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The extent of these losses will depend, in part, on the amount of growth
in the Company's revenues from its recently acquired subsidiary, Pro Squared,
Inc., a Texas corporation. As of December 31, 2002, the Company had an
accumulated deficit of $175,008 dollars.

The Company expects that its operating expenses will increase significantly,
especially as it develops a business plan. Thus, the Company will need to
generate increased revenues to achieve any profitability. To the extent that
increases in its operating expenses precede or are not subsequently followed by
commensurate increases in revenues, or that the Company is unable to adjust
operating expense levels accordingly, the Company's business, results of
operations and financial condition would be materially and adversely affected.
There can be no assurances that the Company can achieve or sustain profitability
or that the Company's operating losses will not increase in the future.

Research and Development

We did not spend any funds for research and development during the last two
fiscal years.

The Company is not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity. In the event such a trend
develops, the Company believes that it will have sufficient funds available to
satisfy working capital needs through lines of credit and the funds expected
from equity sales.
<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 June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146, " Accounting for Costs
Associated with Exit or Disposal Activities" (FAS 146). FAS 146, which will be
effective for exit or disposal activities initiated after December 31, 2002, is
not expected to have a material impact on the company's results of operation,
financial position or cash flows.

     In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" (FAS 148), which amends FAS 123, "Accounting for Stock-Based
Compensation", transition requirements when voluntarily changing to the fair
value based method of accounting for stock-based compensation and also amends
FAS 123 disclosure requirements. FAS 148 is not expected to have a material
impact on the company's results of operations, financial position or cash flow.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

IMPACT OF INFLATION

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

<PAGE>
Item 7. Financial Statements

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


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

We filed a current report on July 7, 2002, on Form 8-K containing information
pursuant to Item 4 ("Changes in Accountants") entitled "Changes in Registrant's
Certifying Accountant".

On June 26, 2002, our Board of Directors approved the termination of G. Brad
Beckstead ("Beckstead"). During 2001 and 2002 and any subsequent interim period
preceding such dismissal, we had no disagreement with Beckstead on any matter of
accounting principal or practice, financial statement disclosure or auditing
scope or procedure which would have caused the accountant to make reference in
its report upon the subject matter of disagreement. Beckstead last issued a
report dated March 22, 2002 on our financial statements as of December 31, 2001
and for each of the two years then ended. The report did not contain an adverse
opinion or disclaimer of opinion or qualification as to audit scope or
accounting principle.

We engaged the firm of Malone & Bailey, PLLC as our new independent accounting
firm on June 26, 2002. During 2001 and 2002 prior to the date of their
engagement, we have not consulted with Malone & Bailey, PLLC on any specified
transaction and whose advice was an important factor we considered in reaching a
decision on any accounting or reporting matter that was related to a specific
transaction or was the subject of a disagreement with the prior accountants or a
reportable event as defined.

During our two most recent fiscal years or subsequent interim period, we had no
disagreement on any matter of accounting principal or practice, financial
statement disclosure or auditing scope or procedure which would have caused the
accountant to make reference in its report upon the subject matter of
disagreement.

<PAGE>


                                    PART III

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

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


Prior to March 26, 2003:

Name                         Age              Position
---------                    ------           ----------
James W. McCabe, Jr.         56              President, CEO
                                             Chief Financial Officer,
                                             Director, and Corporate
                                             Secretary



The Company's director hold office until the next annual meeting of the
Company's 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 the Company's director and executive officer for at least
the last five years.

In 1997, Mr. McCabe served as President of Cronus Corporation, an oil and gas
exploration Company and in 1998 Mr. McCabe resigned. Since 1999 Mr. McCabe
served as manager and part owner of an oil exploration venture in Nowata,
Oklahoma with Vector Horizontal Resources, LC, an oilfield specialty services
company. Mr. McCabe graduated in 1963 from the Bolles School, Jacksonville,
Florida and, in 1967 graduated, with a Bachelors Degree from Trinity University,
San Antonio, Texas.


After March 26, 2003 and subject to an effective Schedule 14F-1 filed with
the Commission:

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

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

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

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

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

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


<PAGE>

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

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

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

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



<PAGE>
     Sean  Hanson, has served as our Director, Treasurer and Secretary since our
inception  and  has  over  twenty  years  of  experience  in  a broad variety of
responsible  positions  planning  and  construction  process  facilities for the
petrochemical  industry.  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.


As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 2002.
GBBV intends to pay salaries when cash flow permits.  No officer or director
received stock options or other non-cash compensation during the fiscal year
ended December 31, 2002.  The Company does have employment agreements in place
with each of its officer.


                                                                 Other
Name                     Position    Annual Salary    Bonus    Compensation
----------------------   ---------   -------------    -----    ------------
James W. McCabe, Jr.      2002            $ 0              $ 0       None
President                 2001            $ 0              $ 0       None
                          2000            $ 0              $ 0       None


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

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

Compensation of Directors

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

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


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

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


Before March 26, 2003:


<TABLE>
<CAPTION>

Title      Name & Address                     Amount of            Percent
of         of Beneficial                      shares               of
Class      Owner of Shares       Position     held by Owner        Class
------     ---------------       --------     -------------        --------
<S>        <C>                   <C>          <C>                  <C>
Common   James W. McCabe, Jr.(1) Chairman        25,000              0.05%
Common   Global Blvd. Mag, Inc.(2)            2,250,000             40.72%
Common   International Fluid Dynamics, Inc.(3)  750,000             13.57%
Common   TCA Investments, Inc.(3)               750,000             13.57%
Common   Franklin C. Fisher, Jr.(3)             750,000             13.57%
Common   Sage Capital Management, Inc.( 4)      375,000              6.78%
Common   Valverde Financial Corporation(5)      375,000              6.78%
Common   Quest Partners LP LLP         (6)      375,000              6.78%

---------------------------------------------------------------------------
All Executive Officers and
    Directors as a Group (1 person)              25,000              0.05%

</TABLE>
Such figures are based upon 5,524,501  shares of GBBV  common stock outstanding.

(1)  James  W.  McCabe,  Jr.,  2133  Imperial Circle, Naples, Florida 34110. The
     named shareholder does not have any interest, position or relationship with
     any  of  the  other  named  5%  shareholders.
(2)  Global Blvd. Mag, Inc., 403 East 58th Street, Suite 4R, NY, NY  10
(3)  International Fluid Dynamics, Inc. owns 375,000 shares of the Company's
     common stock and its principal office is located at 5433 Westheimer,
     Houston, TX 77056. The principal of the named shareholder is Franklin C.
     Fisher, Jr., with whom the Company has an informal consulting arrangement.
     Franklin C. Fisher, Jr. owns 187,500 shares of the Company's common stock
     and beneficially owns 187,500 shares of common stock which is owned by TCA
     Investments.
(4)  Sage  Capital Management, Inc., One Riverway, Ste. 2550, Houston, TX 77056.
(5)  Valverde  Financial  Corporation,  General  Willie  Strasse  10,  Zurich,
     Switzerland  8027.
(6)  Quest  Partners  LP  LLP, 14601 Bellaire Boulevard, Suite #338,
     Houston, Texas, 77083



<PAGE>
After March 26, 2003

Officers and Directors

   Name Of Beneficial Owner        Amount And      Percent Of       Percent Of
                                   Nature Of         Class            Class
                                   Beneficial        Before           After
                                   Ownership(1)     Exchange        Exchange*
--------------------------------------------------------------------------------


  Craig  Crawford                 8,196,181           0               14.8%

  William  H.  Moebius            3,077,067           0               5.56%

  John  Winchester                6,087,223           0              11.01%

  Emmett  R. McCoppin, Sr.        8,055,797           0              14.58%

  Sean  Hanson                    5,293,765           0               9.58%

All executive officers and        30,710,033          0              55.58%
directors of the Company as a
group (five persons)

Corporate Strategies, Inc.        4,400,474           0               7.96
1770 St James Place
Houston, TX 770566 (2)

-------------------------------------------------------------------------------
* Based upon 55,245,000 shares of common stock outstanding.

(1)  Represents  shares  of  the Company to be received by the Director Nominees
pursuant  to  the  share  exchange.

(2) Includes 1,861,739 shares held by Timothy Connolly, a principal of Corporate
Strategies  and  a consultant to Pro Squared, Inc. Such figure does not include
shares  underlying  warrants  to  be  issued  to  Mr.  Connolly  pursuant to the
Reorganization  Agreement,  but  which  have  not  yet  been  issued.

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

Our  principal  executive  offices  will  be  located  at  1770 St. James Place,
Houston,  Texas,  77056,  which  we  will  rent  on a month to month basis for a
monthly  rental fee of $1,500 from Corporate Strategies, a consulting company of
which  Tim  Connolly,  our  consultant,  is  the  principal  of.

At December 31, 2002, there was $11,800 due James W. McCabe, Jr. from advances
made to Global Boulevard.

Subsequent event

In consideration for the Pro2 officers and directors who have converted an
aggregate of $64,486.31 of accrued salaries owed to them into shares of Pro2
Common Stock, the officers and directors shall be granted an option of
converting all of  their Pro2 Common Stock into a designated class of GBBV Class
A preferred shares that will offer voting rights identical to those rights of
holders of common shares. Such option shall also be given to William Moebius who
has converted a $15,000 note into shares of PRO2 Common Stock.  The right of the
foregoing individuals to convert all of their shares of Pro2 Common Stock, an
aggregate of  36,289,766 (pre-split) shares, into shares of GBBV Class A
preferred stock shall vest 2 business days after GBBV files a certificate of
amendment with the State of Nevada to designate such class of preferred shares.
Such GBBV Class A preferred stock will be exercisable TWO (2) years from the
date of issuance and, if and when converted, shall be converted into shares of
GBBV Common Stock  based on the total number of shares of the GBBV Common Stock
issued and outstanding on the conversion date such that the issuance of GBBV
Common Stock to the holder shall represent, on a pro rata basis,  59.38% of
GBBV's Common Stock then outstanding.  Such Class A preferred shares shall have
voting rights equal to an aggregate of 59.38% of the total shares outstanding of
GBBV Common Stock, on a pro rata basis.   Pursuant to the acquisition agreement
attached hereto, the GBBV Board will then designate  2,500,000 shares of its
preferred stock as Class A Preferred Stock.



ITEM 13.  CONTROLS AND PROCEDURES

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

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

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

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

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

     (a) Exhibits

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


  3.1    Articles of Incorporation of the Company(1)

  3.2    By-Laws of the Company(1)

 10.1    Agreement and Plan of Reorganization between the
         Company, Pro Squared and the Shareholders of Pro Squared,
         Inc. (2)

 23.1    Consent of Malone & Bailey


(1)  Previously filed as an exhibit to our registration statement on Form 10-SB
     (the "Registration Statement"), which was originally filed on December 10,
     1999, and incorporated herein by reference.

(2)  Previously filed as an exhibit to our Form 8-K on March 28, 2003.

     (b) Reports on Form 8-K.

    The Company did not file a Current Report on Form 8-K for the fourth
    quarter ended December 31, 2002.

<PAGE>

                                   SIGNATURES



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


                                      GLOBAL BOULEVARD INTERNATIONAL, INC.

Date: March 28, 2003                By:  /s/ James McCabe
                                       ---------------------------------------
                                       James McCabe
                                      Principal Executive Officer and Principal
                                      Financial Officer








<PAGE>
                              Financial Statements

                          Year ended December 31, 2002






                          INDEPENDENT AUDITORS' REPORT

    Board of Directors
    Global Boulevard International, Inc.
    Las Vegas, Nevada

We have audited the accompanying balance sheet of Global Boulevard
International, Inc. as of December 31, 2002, and the related statements of
operations, changes in capital deficit, and cash flows for each of the two years
ended December 31, 2002. These financial statements are the responsibility of
the Global Boulevard's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

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

The accompanying financial statements have been prepared assuming
that Global Boulevard will continue as a going concern. As discussed in Note 2
to the financial statements, the deficiency in working capital at December 31,
2002 and the operating losses raise substantial doubt about Global Boulevard's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

March 21, 2003


<PAGE>


                      GLOBAL BOULEVARD INTERNATIONAL, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET

                                                    As of December 31, 2002




         ASSETS                                            $       0
                                                           =========


         LIABILITIES

Accounts payable                                           $     400
Note payable to a related party                               12,458
                                                           ---------
       Total Liabilities                                      12,858
                                                           ---------
Commitment

         STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 10,000,000 shares
    authorized, none outstanding
Common stock, $.001 par, 100,000,000 shares
    authorized, 5,524,500 shares issued
    and outstanding                                            5,524
Additional paid in capital                                   156,626
Deficit accumulated during the development stage            (175,008)
                                                           ---------
       Total Stockholders' Deficit                          ( 12,858)
                                                           ---------
             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $       0
                                                           =========



                            See summary of accounting
                       policies and accompanying notes to
                            the financial statements.
<PAGE>
<TABLE>
<CAPTION>

                      GLOBAL BOULEVARD INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENTS OF EXPENSES
               For the Years Ended December 31, 2002 and 2001 and
                   the Period From April 16, 1998 (Inception)
                            Through December 31, 2002

                                                                               Year Ended              Inception
                                                                              December 31,              Through
                                                                          2002            2001           2002
                                                                          --------       --------        ---------
<S>                                                                          <C>             <C>           <C>

Administrative expenses                                                   $ 12,200       $  3,646        $ 174,350
Interest expense                                                               658                             658
                                                                          --------       --------        ---------
Net loss                                                                  $(12,858)      $ (3,646)       $(175,008)
                                                                          ========       ========        =========


Basic and dilute net loss
    per common share                                                         $0.00          $0.00
Weighted average common
    shares outstanding                                                   5,524,500      5,524,500


</TABLE>




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



<PAGE>

<TABLE>
<CAPTION>
                      GLOBAL BOULEVARD INTERNATIONAL, INC.
                          (A Development Stage Company)
                    STATEMENTS OF CHANGES IN CAPITAL DEFICIT
                 For the Period From April 16, 1998 (Inception)
                            Through December 31, 2002


                                                                                        Deficit
                                                                                      Accumulated
                                                                                      During the
                                                   Common                             Development
                                                   Shares              Amount            Stage            Totals
                                                  ----------         --------          ---------         ---------
<S>                                                    <C>             <C>               <C>              <C>

Shares issued for:
 - cash from founders in
       April 1998                                    350,000         $    700                            $     700
 - cash in June 1998                                  99,500            9,950                                9,950
 - cash in January 1999                            3,050,000          136,500                              136,500
 - services in January 1999                        2,500,000            5,000                                5,000
 - cash in October 2000                               25,000           10,000                               10,000

Net loss                                                                               $(158,504)         (158,504)
                                                  ----------         --------          ---------         ---------

Balances at December 31, 2000                      6,024,500          162,150           (158,504)            3,646

Shares canceled                                   (  500,000)

Net loss                                                                                (  3,646)         (  3,646)
                                                  ----------         --------          ---------         ---------

Balances at December 31, 2001                      5,524,500          162,650           (162,150)                0

Net loss                                                                                ( 12,858)         ( 12,858)
                                                  ----------         --------          ---------         ---------

Balances at December 31, 2002                      5,524,500          162,150          $(175,008)        $( 12,858)
                                                  ==========                           =========         =========
Less: par value of common stock                                        (5,524)
                                                                     --------
                                                                     $156,626
                                                                     ========

</TABLE>

                            See summary of accounting
                       policies and accompanying notes to
                            the financial statements.
<PAGE>

<TABLE>
<CAPTION>
                      GLOBAL BOULEVARD INTERNATIONAL, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
               For the Years Ended December 31, 2002 and 2001 and
                   the Period From April 16, 1998 (Inception)
                            Through December 31, 2002


                                                                              Year Ended
                                                                               December                    Inception
                                                                                  31,                       Through
                                                                           2002            2001             2002
                                                                         ---------       ---------        ---------
<S>                                                                         <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net deficit accumulated during the
    development stage                                                   $ (12,858)      $  (3,646)       $(175,008)
Adjustments to reconcile net deficit
    to cash used by operating activities:
       Stock issued for services                                                                             5,000
Change in:
    Accounts payable                                                          400                              400
    Accrued interest                                                          658                              658
                                                                        ---------       ---------        ---------
NET CASH USED BY OPERATING ACTIVITIES                                     (11,800)         (3,646)        (168,950)
                                                                        ---------       ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from related party note payable                               11,800                           11,800
    Sale of stock                                                                                          157,150
                                                                        ---------                        ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES                                   11,800                          168,950
                                                                        ---------                        ---------

NET CHANGE IN CASH                                                              0          (3,646)               0
    Cash balance, beginning                                                     0           3,646                0
                                                                        ---------       ---------        ---------
    Cash balance, ending                                                $       0      $       0 $       0
                                                                        =========       =========        =========

</TABLE>
                            See summary of accounting
                       policies and accompanying notes to
                            the financial statements
<PAGE>


                      GLOBAL BOULEVARD INTERNATIONAL, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations and  organization.  Global  Boulevard  International,  Inc.
("Global Boulevard") was incorporated in Nevada on April 16, 1998.

Cash and cash equivalents. For purposes of the statements of cash flows, cash
equivalents include all highly liquid investments with original maturities of
three months or less.

Use of Estimates. The preparation of these financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue recognition. Global Boulevard has no revenue recognition policy because
it has no revenues.

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

Basic and diluted net loss per share calculations are presented in accordance
with Financial Accounting Standards Statement 128, and are calculated on the
basis of the weighted average number of common shares outstanding during the
year. They include the dilutive effect of common stock equivalents in years with
net income. Basic and diluted loss per share is the same due to the absence of
common stock equivalents.

Recently issued accounting pronouncements. Global Boulevard does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on Global Boulevard's results of operations, financial position or cash
flow.

<PAGE>

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that Global
Boulevard will continue as a going concern. Global Boulevard incurred losses of
$3,646 and $12,858 in 2002 and 2001, respectively, and has a working capital
deficit of $12,858 as of December 31, 2002. Accordingly, these conditions create
an uncertainty as to Global Boulevard's ability to continue as a going concern.
Management is seeking fundraising opportunities. The financial statements do not
include any adjustments that might be necessary if Global Boulevard is unable to
continue as a going concern.


NOTE 3 - NOTE PAYABLE TO RELATED PARTY

Global issued a $10,000 promissory note to a related party for services
performed for Global Boulevard. $1,800 of Global Boulevard's expenses were paid
by the related party in 2002. The advances are due on demand and bear interest
of 8 percent. As of 12/31/02, $658 of interest has been accrued.


<PAGE>



NOTE 4 - INCOME TAXES


                  Deferred tax assets                       $ 58,000
                  Less: valuation allowance                  (58,000)
                                                            --------
                  Net deferred taxes                        $      0
                                                            ========

Global Boulevard has a net operating loss carryforward of approximately $170,000
at December 31, 2002, which expires in the years 2013 through 2022.


NOTE 5 - COMMITMENT

Global Boulevard's principal office is in the home of Global's president
pursuant to an oral agreement on a rent free month to month basis.



<PAGE>