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

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 1999

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

     For the transition period from ___________ to ___________

                         Commission file number: 000-28445

                    Global Boulevard International, Inc.
             ---------------------------------------------------
               (Name of Small Business Issuer in its charter)


             Nevada                             88-0392153
 -------------------------------   ---------------------------------------
 (State or other jurisdiction of   (I.R.S. Employer Identification Number)
  incorporation or organization)

    403 East 58th Street, 4th Floor, New York, NY          10022
   ------------------------------------------------     -------------
    (Address of principal executive offices)             (zip code)


                                 1-212-750-1349
                          ---------------------------
                           Issuer's Telephone Number

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

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

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

                          Common Stock, par value $.001
                          -----------------------------
                                (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 no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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-KSB. [ ]

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

     Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 1999, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $139,650.

     As of December 31, 1999, the issuer had 11,999,000 shares of common stock
outstanding.

     Documents incorporated by reference: None

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



                                       1


<PAGE>

                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................3
    Item 2.  Description of Property.......................................22
    Item 3.  Legal Proceedings.............................................22
    Item 4.  Submission of Matters to a Vote of Security Holders...........22

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......23
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....24
    Item 7.  Financial Statements..........................................27
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................28

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................29
    Item 10. Executive Compensation........................................30
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management......26
    Item 12. Certain Relationships and Related Transactions................31
    Item 13. Exhibits and Reports on Form 8-K..............................32

SIGNATURES   ..............................................................33



                           Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact.  The
forward-looking  statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "Plans" or the negative or other variations of those or comparable
terms.  Our actual results could differ materially from the anticipated results
described in the forward-looking statements.  Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.


                                       2

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

(a) BUSINESS DEVELOPMENT

(i) Business Development, Organization and Acquisition Activities
-----------------------------------------------------------------

Global Boulevard International, Inc., a new Internet e-Commerce company,
hereinafter referred to as "GOBO" or the "Company" or the "Registrant", 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, 1999 changing its name to Global Boulevard
International, Inc.

The Company is a development stage Internet e-Commerce company with a
principal business strategy to facilitate the hosting, creation, use of
database management systems and marketing of international e-commerce
web-based businesses through an Interactive WEB site and hosting portal.

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 Registrant was incorporated on April 16, 1998, in the state of Nevada
under the name Registered Agents of Southern Nevada, Inc.  On March 25, 1999
the Company changed its name to Global Boulevard International, Inc.  In
connection with its formation, a total of 1,000,000 shares of its common stock
were purchased by its founder of the Company, on March 16, 1999.  Between March
20 and April 4, 1999, the Company sold Five Hundred Thousand (500,000) shares
of its common stock in connection with a public offering at a price of $0.10
per share.

On September 30, 1998, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 199,000 shares of the
Common Stock of the Company to approximately thirty (30) unaffiliated
shareholders of record.  The Company filed an original Form D with the
Securities and Exchange Commission on or about October 1, 1998.

On April 18, 1998, founding shareholder purchased 700,000 shares of the
company's authorized but unissued treasury stock for cash.  Additionally,
the Company sold Nine Thousand Nine Hundred Fifty Dollars ($9,950) or One
Hundred Ninety-nine Thousand (199,000) shares of the Common Stock of the
Company during the Offering to approximately thirty (30) shareholders.
The offering was closed September 30, 1998.  On January 13, 1999, the Company
issued Nine Million Eight Hundred Thousand (9,800,000) restricted shares for
One Hundred Forty-two Thousand Dollars ($142,000).  On January 13, 1999, the
Company purchased Seven Hundred Thousand (700,000) shares of treasury stock.
As of December 31, 1999, the Company has ten million six hundred ninety-nine
thousand (11,999,000) shares of its $0.001 par value common voting stock
issued and outstanding which are held by approximately thirty (30)
shareholders.

The Company was officially organized on April 16, 1998, under the name Resident
Agents of Southern Nevada and activities to date have been limited primarily to
organization, initial capitalization, and developing business strategies.
Residents Agents of Southern Nevada was an inactive company.  In December,
1998, the Company became listed on the NASD Bulletin Board under the trading
symbol GOBO; and, subsequently changed its name to Global Boulevard
International, Inc.

                                   3
<PAGE

The Company has recently made acquisitions of operating units and has no
revenue history, at this time, it anticipates that it will be commencing
operations of its first Global Transaction Center in the next six (6) months.
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.


(b) Business of Issuer

Principal Products, Services and Principal Markets
--------------------------------------------------

GLOBAL BOULEVARD INTERNATIONAL, Inc. ("GOBO" or the "Company"), a Nevada
Corporation, with a principal business strategy to establish a network of
Global Transaction Centers throughout tax-neutral domiciles that will host and
facilitate the implementation of international e-commerce activities on behalf
of its client companies.  These facilities will bring together, in one
location, many of the essential technological solutions available for
successfully conducting international business through the new emerging
Internet e-commerce platform.  The basic service packages being offered by the
Company are the, "The Global Merchant Management System" and the "The Global
Asset Management System".  These two on-line service packages are designed to
provide complete turn-key platforms that provide the international business
owner with a total solution for operating their business and personal
financial management within a totally secure on-line environment.


(a)  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, and particularly by such companies entering new and rapidly
developing markets like the Internet.  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,
particularly companies in new and rapidly evolving markets such as online
commerce.  Such risks include, without limitation, the lack of broad
acceptance of the company's products on the Internet, the possibility that
the Internet will fail to achieve broad acceptance, the inability of the
Company to generate significant e-Commerce-based revenues from Internet
customers, the company's inability to anticipate and adapt to a developing
market, the failure of the company's network infrastructure (including its
server, hardware and software) to efficiently handle its Internet traffic,
changes in laws that adversely affect the company's business, the ability of
the Company to manage its operations, including the amount and timing of
capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources, the
inability of the Company to maintain and increase levels of traffic on its
Web site, the inability of the Company to attract, retain and motivate
qualified personnel and general economic conditions.

                                  4
<PAGE>


(b)  Anticipated Losses for the Foreseeable Future

The Company has not achieved 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 sales of its services through its Web
site.  Through April 16, 1998 (date of inception) to August 31, 1999, the
Company had an accumulated deficit of one hundred forty-five thousand five
hundred eight-six $145,586.00) dollars.  The Company expects that its operating
expenses will increase significantly during the next several years, especially
in the areas of sales and marketing, and brand promotion.  Thus, the Company
will need to generate increased revenues to achieve 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.

(c)  Dependence on Continued Growth and Viability of the Internet

The Company's future success is substantially dependent upon continued growth
in the use of the Internet.  To generate product sales, e-Commerce service fees
for Global Boulevard International, Inc., the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured.  The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted.  If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it.  The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed.  In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain.  Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace.  Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation.  Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet.  Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.

                                 5
<PAGE>

The Internet may not be commercially viable in the long term for a number
of reasons, including potentially inadequate development of the necessary
network infrastructure or delayed development of enabling technologies,
performance improvements and security measures.  To the extent that the
Internet continues to experience significant growth in the number of users,
their frequency of use or their band width requirement, there can be no
assurance that the infrastructure for the Internet and other online
services will be able to support the demands placed upon them.  In addition,
the Internet or other online services could lose their viability due to
delays in the development or adoption of new standards and protocols required
to handle increased levels of Internet or other online service activity, or
due to increased governmental regulation.  Changes in or insufficient
availability of telecommunications services to support the Internet or other
online services also could result in slower response times and adversely
affect usage of the Internet and other online services generally and Global
Boulevard International, Inc., in particular.  If use of the Internet and other
online services does not continue to grow or grows more slowly than expected,
if the infrastructure for the Internet and other online services does not
effectively support growth that may occur, or if the Internet and other
online services do not become a viable commercial marketplace, the
Company's business, results of operations and financial condition would
be adversely affected.

(d)  Risk of System Failures

The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted
operation of its computer and communications through its designated Internet
Service Provider (ISP). These systems and operations are vulnerable to damage
or interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism and similar
events.  The Company does not have fully redundant systems, a formal disaster
recovery plan or alternative providers of hosting services and does not carry
business interruption insurance to compensate it for losses that may occur.
Despite any precautions taken by, and planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems with its ISP
could result in interruptions in the services provided by the Company.

In addition, the failure by the ISP to provide the data communications
capacity required by the Company, as a result of human error, natural
disasters other operational disruption, could result in interruptions in the
Company's service. Any damage to or failure of the systems of the Company
could result in reductions in, or terminations of, the Global Boulevard
International, Inc. service, which could have a material adverse effect on the
Company's business, results of operations and financial condition. In the case
of frequent or frequent or persistent system failures, the Company's reputation
and name brand could be materially adversely affected. Although the Company has
implemented certain network security measures, the Company and its IPS are also
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays, loss of data or the
inability to complete customer auctions. In addition, although the Company
works to prevent unauthorized access to Company data, it is impossible to
eliminate this risk completely. The occurrence of any and all of these events
could have a material adverse effect on the Company's business, results of
operations and financial condition.

                                    6
<PAGE>


(e)  Competition

The Company believes that the principal competitive factors in its market are
volume and pricing, identification of buyers and sellers, community cohesion
and interaction, customer service, reliability of delivery and payment by
users, convenience and accessibility, quality of search tools and system
reliability.  The Company's major competitors, include: FirstEcomm.com,
First Atlantic Commerce.com and Planet Payment.com, who have somewhat longer
operating histories, larger customer bases, greater recognition and
significantly greater financial, marketing, technical and other resources than
the Company.  This does not preclude other companies from taking the same
approach to sell products in the manner, if this did happen it could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Therefore, certain of the Company's competitors with other revenue sources may
be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to systems development than the Company or may try to attract traffic by
offering wider services.  Increased competition may result in reduced operating
margins, loss of market share and diminished value in the Company's brands.
There can be no assurance that the Company will be able to compete successfully
against current and future competitors. Further, as a strategic response to
changes in the competitive environment, the Company may, from time to time,
make certain pricing, service or marketing decisions or acquisitions that
could have a material adverse effect on its business, results of operations and
financial condition.  New technologies and the expansion of existing
technologies may increase the competitive pressures on the Company by enabling
the Company's competitors to offer a lower-cost service.  Any and all of
these events could have a material adverse effect on the Company's business,
results of operations and financial condition.

(f) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History."   As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have
a material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.

In particular, in order to accelerate the promotion of Global Boulevard
International, Inc., the Company intends to heavily market it Web site.  The
Company believes that it may experience seasonality in its business, with use
of the Internet and Global Boulevard International, Inc. being somewhat lower
during the summer vacation and year-end holiday periods.  Website hits (and
therefore potential revenues) may be expected to decline accordingly in those
periods.  Additionally, seasonality may affect significantly any potential
advertising revenues during the first and third calendar quarters, as
advertisers historically spend less during
these periods.

There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition.  In addition to selling its brands, it is the Company's strategy
is to generate additional revenues through e-Commerce arrangements including
for other companies to advertise on the company's Web site.  There can be no
assurance that the Company will receive any material amount of revenue
under these agreements in the future. The foregoing factors, in some future
quarters, may lead the Company's operating results to fall below the
expectations.

                                   7
<PAGE>

(g)  Risk Of Capacity Constraints And Systems Failures

A key element of the Company's strategy is to generate a volume of user
traffic to its Web site. The Company's ability to attract customers and to
achieve market acceptance of its products depends significantly upon the
performance of the Company and its network infrastructure (including its
server, hardware and software).  Any system failure that causes interruption
or slower response time of the Company's products and services could result
in less traffic to the Company's Web site and, if sustained or repeated,
could reduce the attractiveness of the Company's products. An increase in the
volume of user traffic could strain the capacity of the Company's technical
infrastructure, which could lead to slower response time or system failures,
and could adversely affect the delivery of the number of impressions that are
owed to advertisers and thus the Company's advertising revenues. In addition,
as the number of Web pages on and users of Global Boulevard International,
Inc. increase, there can be no assurance that the Company and its technical
infrastructure will be able to grow accordingly, and the Company faces risks
related to its ability to scale up to its expected customer levels while
maintaining superior performance.  Any failure of the Company's server and
networking systems to handle current or higher volumes of traffic would have
a material adverse effect on the Company's business, results of operations
and financial condition.  The Company is also dependent upon third parties
to provide potential users with Web browsers and Internet and online services
necessary for access to the site. In the past, users have occasionally
experienced difficulties with Internet and online services due to system
failures, including failures unrelated to the Company's systems.

Any disruption in Internet access provided by third parties could have a
material adverse effect on the Company's business, results of operations and
financial condition. Furthermore, the Company is dependent on hardware
suppliers for prompt delivery, installation and service of equipment used to
deliver the Company's products and services. The Company's operations are
dependent in part upon its ability to protect its operating systems against
damage from human error, fire, floods, power loss, telecommunications failures,
break-ins and similar events.  The Company does not presently have redundant,
multiple-site capacity in the event of any such occurrence. The Company's
servers are also vulnerable to computer viruses, break-ins and similar
disruptions from unauthorized tampering with the Company's computer systems.
The occurrence of any of these events could result in the interruption, which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the Company's reputation
could be materially and adversely affected.

(h)  Risks Associated With New Services, Features and Functions

There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts
would maintain or increase overall market acceptance.  Furthermore, any new
business launched by the Company that is not favorably received by consumers
could damage the Company's reputation and diminish the value of its brand
name.  Expansion of the Company's operations in this manner would also
require significant additional expenses and development, operations train the
Company's management, financial and operational resources.  The lack of
market acceptance of the Company's products would result in the Company's
inability to generate satisfactory revenues and its inability to offset their
costs could have a material adverse effect on the Company's business, results
of operations and financial condition.

                                   8
<PAGE>

(i)  Online Commerce Security Risks

A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks.  Global
Boulevard International, Inc. plans to accept credit cards for purchases of
its products.  The Company will rely on encryption and authentication
technology licensed from third parties to provide the security and
authentication technology to effect secure transmission of confidential
information, including customer credit card numbers.  There can be no
assurance that advances in computer capabilities, new discoveries in the
field of cryptography, or other events or developments will not result
in a compromise or breach of the technology used by the Company to protect
customer transaction data.

If any such compromise of the Company's security were to occur, it could have
a material adverse effect on the Company's reputation and, therefore, on its
business, results of operations and financial condition.  Furthermore, a
party who is able to circumvent the Company's security measures could
misappropriate proprietary information or cause interruptions in the
Company's operations.  The Company may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches.  Concerns over the security of
transactions conducted on the Internet and other online services and the
privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of
conducting commercial transactions.  To the extent that activities of the
Company involve the storage and transmission of proprietary information, such
as credit card numbers, security breaches could damage the Company's
reputation and expose the Company to a risk of loss or litigation and
possible liability.  There can be no assurance that the Company's security
measures will prevent security breaches or that failure to prevent such
security breaches will not have a material adverse effect on the Company's
business, results of operations and financial condition.

(j)  Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic.

The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued.  There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business.  The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business.  Moreover, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
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.

(k) Risks Associated With International Operations

A component of the Company's strategy is to offer its products online to
international customers.  Expansion into the international markets will
require management attention and resources. The Company has limited
experience in localizing its service, and the Company believes that many of

                                  9

<PAGE>

its competitors are also undertaking expansion into foreign markets. There
can be no assurance that the Company will be successful in expanding into
international markets.  In addition to the uncertainty regarding the
Company's ability to generate revenues from foreign operations and expand
its international presence, there are certain risks inherent in doing
business on an international basis, including, among others, regulatory
requirements, legal uncertainty regarding liability, tariffs, and other
trade barriers, difficulties in staffing and managing foreign operations,
longer payment cycles, different accounting practices, problems in collecting
accounts receivable, political instability, seasonal reductions in business
activity and potentially adverse tax consequences, any of which could
adversely affect the success of the Company's international operations.
To the extent the Company expands its international operations and has
additional portions of its international revenues denominated in foreign
currencies, the Company could become subject to increased risks relating to
foreign currency exchange rate fluctuations. There can be no assurance that
one or more of the factors discussed above will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's business, results of operations and financial condition.

2)  Distribution Methods of the Products and Services

The Company will be significantly dependent on a number of third-party
relationships to supply product(s), to increase website traffic to the
Company's website.  The Company is generally dependent on other Web site
operators that provide links to Global Boulevard International, Inc.

The Company does not have any agreements with any Web site operators that
provide links to Global Boulevard International, Inc., and, if the Company
can established such links the other Web site operators may terminate such
links at any time without notice to the Company.  There can be no assurance
that third parties will regard their relationship with the Company as important
to their own respective businesses and operations.

There can be no assurance that the Company will ever develop a relationships
with third parties that supply the Company with links to their Web site.  In
particular, the elimination of a pre-installed bookmark on a Web browser that
directs traffic to the Company's Web site could significantly reduce traffic
on the Company's Web site, which would have a material adverse effect on the
Company's business, results of operations and financial condition.
Additionally, at this time, the Company has not entered into any agreements
with any suppliers to ship and provide products.

3) Status of Any Announced New Product or Service

Global Boulevard International, through its global transaction centers, plans
to provide a full range of capabilities that companies conducting international
trade need to strengthen the bonds that exist between themselves and their
customers around the world.  This includes, but is not limited to the Company's
five subsidiaries, i.e,:

o Fidelity Management, Ltd.
o Caribbean Financial Services, Inc.
o Worldwide Marketing, Inc.
o Caribean Electronic Network Trading, Inc.
o Global Digital, Inc.

Fidelity Management Ltd. is Global Boulevard International's corporate services
arm.  Through this company International Business Corporations (IBC's) are
formed and serviced on an annual basis.  The revenues generated from this
business are derived from the initial fee for forming the company, along with
an annual custodial fee.  As these companies are the vehicles through which
business is conducted within the tax-neutral domicile, they are a necessity of
all the clients of the Global Transaction Centers.

                                    10

<PAGE>

The legal services business provides an attractive and steady income stream for
Global Boulevard International.  Once an International Business Corporation is
established, these will generate additional yearly revenues to CFS for
maintaining and servicing the IBC.  CFS anticipates that a very high percentage
of the IBC formations it helps form will follow on and become clients of the
financial services hosting facilities of the Global Transaction Center.
Fidelity Management Ltd. is also in the process of developing a trust
management services capability that will function in a similar manner as it
does for corporate services.  The formation and administration of trusts will
be the starting point for Global Boulevard International's "Global Asset
Management System" and all the various investment, portfolio management, and
estate planning services which will be plugged-in to the on-line operating
system.

Caribbean Financial Services Inc., a Global Boulevard International subsidiary,
provides the hosting facilities for the Global Transaction Center.  Within this
facility, all the various on-line banking, merchant accounts and credit card
functions are coordinated for an Internet-based business.  Additionally,
resources that can facilitate on-line international Internet-based business
activities are made available to the Company's clients via this Global
Transaction Center.

Caribbean Financial Services Inc. (CFS), the first of the Global Transaction
Centers, is the company's Caribbean financial and management services company.
It is organized to provide a total solution platform to companies utilizing
this facility for global e-commerce within the domicile of select Caribbean
based free trade zones.

CFS has assembled the necessary components for operating in this well-known tax-
neutral domicile as an global e-commerce enterprise, including; on-line banking
and credit card merchandising facilities, database collection and management
systems, and hosting upon a secure transaction server.

The Company will offer their clients financial and merchant facilities in any
currency; multilingual translation services that eliminate language barriers;
database collection and management systems, as well as marketing tools that
allow customized interaction customer by customer.

The Company's strategy is analogous to what multi-national companies have
employed in order to manage and optimize their corporate operating expenses and
profits.  In establishing a new Internet-based company, the Company plans to
offer services which establish domiciles in a tax-neutral location.  Internet-
based companies can therefore be selective in the jurisdiction under which
their sales and profits are booked and taxed through utilization of Global
Boulevard International's global transaction center.

The Internet-based financial management services that CFS will offer to
companies establishing their international e-commerce activities through our
Global Transaction Center include:

o A wide range of on-line banking facilities
o Credit card issuing facilities
o Merchant account facilities
o Electronic cash processing services
o Intranet and Internet design and construction
o Database tracking and management tools
o Database mining applications
o Internet marketing programs
o Multi-language translations and conversions

The competitive attributes of CFS's Internet-based financial management
services are cost-effectiveness, user-friendliness and increased profitability.
Through offering its existing clients access to CFS's electronic processing
systems for e-commerce applications, the tax-neutral financial sector will be
able to enable the migration of their clients' commercial activities onto a
platform which allows a 24 hour a day, 7 days a week global presence.

                                    11
<PAGE>


Additionally, CFS will provide an apt marketing vehicle for generating new
clients to the tax-neutral financial industry, as new and existing Internet-
based commercial enterprises will realize the advantages such facilities
provide.  The ease of communication as well as benefits of on-line transaction
processing brings a level of service that is historically unprecedented.  There
are already indications that the offshore financial industry has begun to
realize the enormous potential of e-commerce as the next great engine for its
economic development.

GOBO can offer an Internet-based business owner, a global transaction center
that provides key elements in complying with the requirements that the location
of the sale actually occurs within a tax-neutral domicile.

In addition to providing the hosting portal for Internet-based businesses in a
tax-neutral domicile, Global Boulevard International provides the tools
required for those businesses to maximize their effectiveness in truly serving
the global marketplace.

GOBO has identified the essential elements required by Internet-based companies
to operate within this incessantly new global marketplace and complements them
with an array of value-added components.  Through facilitation of a totally
secure transaction center that provides the financial tools required for
on-line buying, selling and banking activities, the business operator can
conduct their Internet-based business from anywhere in the world, via computer,
with total effectiveness and security.

Transaction Based Revenue Model

The Company anticipates the projected revenues for the Global Transaction
Center, CFS, will come from the total merchant transactions booked through its
facilities.  The gross margins and profitability of those transaction revenues
will be determined by a number of factors, including; underlying bank charges,
volume of transactions, risk of purchases, and competitive rate pricing
pressures.  The Company expects to realize 0.5 to 1 percent on each transaction
processed.

In early discussions with banking officers it was determined that there was a
significantly large and unmet need to provide hosted facilities for their own
clients. Paralleling in effect the techniques and strategies which have
hitherto been available only to multinationals in their tax minimization
efforts.  The tax-neutral domicile of international e-commerce offers a level
playing field to all prospective participants.

Such realization has led to a marketing strategy of not only servicing these
client companies who already are tax-neutrally domiciled, but to also to
solicit such target companies located within national markets who may wish to
use the Internet as their international sales channel.  It is therefore quite
appropriate that a Brazilian, Spanish, Hong Kong or American company would want
avail themselves of such a transaction portal, as they become increasingly
aware of its manifold advantages.

In predicting the estimated revenues of our Global Transaction Centers we have
looked at a wide variety of business models that would, in time, seek to
utilize these facilities.  For instance, there are currently billions of
dollars of transactions conducted by the offshore financial sector on behalf
of their clients.  Most of these businesses will soon be inevitably transposing
their activities to an Internet platform as the world becomes wired up and
many, if not most, will seek a tax-neutral presence where a transaction host
will be an essential requirement for such international business activities.

The last five years has seen the emergence of Internet-based companies whose
market valuations make them worth, at least a current market levels, equal to
or greater than the traditionally leading companies in their industry.   Until
the advent of the Internet, these industry leaders had been the dominant
players their particular fields and generally still exceed the new Internet
upstarts in revenues and profits.  However, as companies such as Microsoft have
shown, revenues and profitability can be extraordinary as the new business
model moves into broad market penetration.


                                      12
<PAGE>

It is very conceivable that there will be new Internet companies in the future
that decide to be primarily situated from the beginning within a tax-neutral
domicile, as the medium allows the first true departure from bricks and
mortar.  These companies will most certainly be likely candidates for the
Global Transaction Centers.

Operationally, the use of the Global Transaction Center's facilities is a
matter of directing the purchaser's order from the website to the transaction
center's server.  This means that the Internet-based business will not be
required to do anything different in designing or hosting their website, other
than providing for this one essential functional aspect.

In addition to CFS, which will be Global Boulevard International's primary
Caribbean transaction center, negotiations are now underway to establish
capabilities via Nevis and Bermuda.  The decision to use a particular
transaction center will be up to the client and the participating banks.  It is
anticipated that Bermuda is especially well suited for the broad-bandwidth
digital media distribution business due to the substantial investments made
over the last few years by the telecommunications companies in high capacity
fiber optic cables.

The development of an investment and advisory component to the Global Boulevard
International e-commerce platform is a natural complement to addressing the
needs and requirements of its marketplace.  For a new business owner who wants
to manage their capital reserves or an already existing IBC that needs more
efficient execution of their trading activities, the use of state-of-the-art
Internet tools is essential.

Global Management Services will provide access to advisors who are extremely
qualified in the strategic business and legal aspects that must be considered
in structuring a person's and businesses' international planning and corporate
formation.  As each business situation has its own unique considerations, there
are clear advantages to be able to offer clients such advisory facilities on a
"in-house" basis.

In determining the potential value of this advisory business to the overall
revenues of Global Boulevard International it is probable that the total volume
of revenues maybe small compared to other areas of the business. However, the
intrinsic value will be substantial to insuring the highest quality service to
clients.

Worldwide Marketing Inc. is Global Boulevard International's Internet marketing
and sales subsidiary.  The new global business model requires state-of-the-art
strategies and marketing programs that are tailored to the design and layout of
websites, utilizing advanced, "cutting-edge" techniques to generate maximum
"traffic" to the clients' website.

An important component of the new Internet model of marketing is database
collection, management and customer profiling.  The Company plans to offer
marketing  services with an in-depth understanding of shoppers and buyers.  The
Internet provides an unparalleled way to capture customer data as they interact
with through a website.  This requires the proper "back-end" systems to be in
place.  Through Worldwide Marketing, the Company's clients will have access to
leading edge solutions to both capturing this information and then utilizing it
to develop cost-effective marketing and customer service programs.

Global Internet Marketing

Worldwide Marketing Inc. is an Internet database marketing company with
extensive experience in consumer and business-to-business marketing.  It
provides services in Internet database management and production coordination
for developing catalog/shopping cart, lead tracking and customer profiling
capabilities.


                                     13
<PAGE>

Database marketing collects information on Internet customers to learn how they
might be better served, thereby increasing our client's value to their
customers.  Worldwide Marketing Inc. plans to capture, at the point-of-sale,
data on customer purchasing behavior.  This customer data allows businesses to
understand and treat their Internet customers as individuals.  Once customers
are recognized as individuals, thereby creating a unique two-way relationship
with them based on knowledge of their individual habits and preferences.

The resulting interactive dialogue becomes mutually reinforcing: the business
learns more and more about individual customers while individual customers
become increasingly reliant on, and loyal to, the businesses that serve their
specific needs.  This is the underlying notion of customer share determining
who your best (i.e.: most profitable) customers are and maximizing sales to
them.

Worldwide Marketing Inc. consults with clients to determine the database
marketing applications that best meet their strategic goals of increasing
customer share and profitability.

Database Marketing Services include:

o Database design
o Database management
o Data conversion
o Reports and analysis
o Pinpoint targeting
o Geodemographic analysis

Database Management Software Design

Worldwide Marketing Inc. plans to provide the Global Boulevard International e-
commerce client with leading-edge web application development and data
management software design.  All marketing begins with an effective and
evolving understanding of the customer's needs and habits.  Worldwide Marketing
supports this understanding through its implementation of user tracking
software and associated reporting facilities.

Additionally, the development of an in-depth understanding of your business's
needs and goals through the collection and management system design is critical
and leads to better definition of your specific requirements.  This then
follows with the optimum design and code utilizing the industry standard
Unified Modeling Language methodology.

Through Worldwide Marketing, the Company's clients will have access to state-of-
the-art data management and decision support tools that capture data and
transform it into information critical to developing effective and efficient
marketing and customer service programs.

Caribbean Electronic Network Trading, Inc. is Global Boulevard International's
subsidiary for servicing the investment management needs.  With the rise of
on-line trading systems now accounting for over 25% of the volume on
the US stock exchanges, on-line trading has emerged as the largest area of
Internet business, by dollar turn-over.  Through Caribbean Electronic Network
Trading Inc., GOBO's clients will have access to the world's various securities
markets for trading and investing on behalf of their International Business
Corporation.  Customized customer interface and portfolio management tools will
allow them to trade and invest with ease and low transaction costs.

As previously outlined in the foregoing sections, GOBO has organized the
components in establishing a corporate presence within the tax-neutral
domicile.  Many of these same elements are extremely useful in implementing
the on-line systems for managing, remotely, one's corporate assets.
Caribbean Electronic Network Trading (CENTRADE) plans to build upon these
components and provide the two additional functional systems needed for
on-line trading -- execution systems and a portfolio management interface.


                                     14
<PAGE>

The launch of CENTRADE will occur once Global Boulevard International has
finished building the customized customer interface that will link the clients'
Trust or IBC with the trading execution systems of selected brokerage firms.
As the Global Boulevard International orientation is to truly serve the global
marketplace, linkages will be structured to most of the world's exchanges.

Once of the purposes of the commodities and futures exchanges is to protect the
buyers and sellers of the underlying products.  With an increasingly
interconnected and wired global marketplace, it is conceivable that most
producers and buyers of products and services, of one sort or another, will
consider it fundamental good business practice to hedge their production and
purchases.  CENTRADE will provide the on-line means to do this in a way that
fully integrates with their primary financial management systems.

Global Digital Inc., is Global Boulevard International's digital media
subsidiary.  The transmission of full quality video streaming is now the
reality as higher bandwidth data transfer rates are established.  Already,
its increasing use by entertainment and corporate communications groups is
changing the initial restricted text driven Internet format to one of a live,
consumer interactive audiovisual medium.  Global Digital, through its
affiliation with Atlantic Coast Digital Concepts Inc., a leader in digitizing
and authoring new media, can offer the full power of video streaming
technologies.  Global Digital intends to bring this leading edge position into
the international marketplace and creatively apply it for more effective
communications and marketing programs.

Global Digital Inc. plans to provide the Global Boulevard International client
access to the very latest tools in effectively communicating with their
customers and marketplace.  While the rise of the Internet has created a common
platform for companies and their customers to interact together, the quality of
the experience lacks much of the qualitative aspects of person-to-person
contact that the telephone or one-on-one meetings provide.

Global Digital plans to provide for its clients with the implementation of
broadband communications networks.  This includes streamed video solutions that
essentially bring people face-to-face.  The underlying technology that makes
this work involves the digitalization of video media this is essential process
with all of its various ramifications.

Basically, the procedure involves converting raw audio and video product to
Motion Picture Expert Group Compression Code (MPEG) format.  MPEG is the
current standard for conversion allows the further transmission and use within
the broadband distribution format of such material.

While it is not possible to describe all the various elements that come into
play in utilizing this new media process, its important complement to the GOBO
array of services is quite compelling.  From Internet broadcasting to
streaming commercials and corporate videos, the applications are extensive
and potentially critical to truly successfully operating within an
increasingly competitive global marketplace.

The potential revenues and profitability to Global Boulevard International and
the ability to increase the power of their clients' marketing programs are
substantial.  Already, Global Digital has begun applying the technological
capabilities to the area of corporate news distribution.

Global Strategic Partnerships

An important development of the new Internet economy is the rise of the
interconnected enterprise. An e-commerce facility or portal such as Global
Boulevard International plans to provide the fundamental operating environment
for the global e-commerce company, value-added resources that contribute to the
overall success of that enterprise are critically important.


                                     15
<PAGE>

Internet marketing program development involves implementing link exchanges,
affiliate and strategic relationships, as well as many other techniques for
generating greater traffic to a website.  The use of these and many other
Internet-based tools contribute to the quality and value of the business
experience of the customer who is on-line with you.

In a global marketplace, limitations of time and space only exist for those who
do not provide for customers who may not speak the same language, use the same
currency, or share the same cultural context.  These are the challenges and
opportunities that the Internet-based business must address in successfully
meeting the requirements of their potential and actual customers.

Global Boulevard International is based upon a realizable vision of what an
interconnected world will be like in the future.  Rather than thinking only
within the "box" of our own business and limiting ourselves to the particular
set of capabilities we may have in-house, ours will be an open system where we
take the best available and find ways to integrate them into the resources
offered to their clients.

Interconnectedness is the model and realization of the new global reality.
Global Boulevard International is built upon this vision and it guides the
integrated systems design underlying the many diverse components it has brought
together.  Strategic partnerships are an integral part of the Global Boulevard
International business model and represents the spirit that inspires its
organization.


4)  Industry Background

Global commerce and the online exchange of information is new and evolving,
it is difficult to predict with any assurance whether the Web will prove to
be a viable commercial marketplace in the long term.  The Web has
experienced, and is expected to continue to experience, significant growth in
the numbers of users and amount of traffic. To the extent that the Web
continues to experience increased numbers of users, frequency of use or
increased bandwidth requirements of users, there can be no assurance that the
Web infrastructure will continue to be able to support the demands placed on
it by this continued growth or that the performance or reliability of the Web
will not be adversely affected.

Industry estimates that spending on Internet advertising in the United States
will grow from $940 million in 1997 to $7.7 billion in 2002. The Internet has
become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets.

Such feedback provides advertisers with an effective means to measure the
attractiveness of their offerings among targeted audiences and make
modifications to their advertising campaigns on short notice. Community sites
are generally able to provide advertisers significantly more information
regarding consumers than other Web sites because they collect detailed
demographic data and facilitate the development of user-created affinity
groups. The ability to target advertisements to broad audiences, specific
regional populations, affinity groups or individuals makes community Web site
advertising a highly versatile and effective tool for delivering customized
and cost-effective messages.  One indicator of the Internet's popularity as
an advertising medium is the growing number and diversity of Internet
advertisers.


                                  16
<PAGE>

Most early Internet advertisers were technology and Internet-related
companies. Today, a growing number of Internet advertisers consist of
traditional, consumer product and service companies. The diverse audience of
users accessing community sites has made such sites especially attractive to
consumer product and service companies advertising on the Internet. The
Company believes that this trend should continue, and that a wide variety of
companies outside the technology and Internet industries, such as financial
services, consumer goods, automotive and pharmaceutical companies, are or
will be increasingly using the Internet, and community sites in particular,
to advertise.

Furthermore, the Web has experienced a variety of outages and other delays
as a result of damage to portions of its infrastructure, and could face such
outages and delays in the future, including outages and delays resulting from
the inability of certain computers or software to distinguish dates in the
21st century from dates in the 20th century.  These outages and delays could
adversely affect the level of Web usage and also the level of traffic for
Global Boulevard International, Inc.  In addition, the Web could lose its
viability due to delays in the development or adoption of new development or
adoption of new standards and protocols to handle increased  levels of activity
or due to increased governmental regulation.

The Internet allows marketers to collect meaningful demographic information
and feedback from consumers, and to rapidly respond to this information with
new messages. This offers a significant new opportunity for businesses to
increase the effectiveness of their direct marketing campaigns. In
traditional media, a significant portion of all advertising budgets are spent
on direct marketing because of its effectiveness. However, the effectiveness
of direct marketing campaigns is dependent upon the quality of consumer data
used to develop and place complementary products, services or facilities
are developed and the Web becomes a viable commercial marketplace in the long
term, the Company might be required to incur substantial expenditures in
order to adapt its products to changing Web technologies, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.


(a) E-Commerce and Direct Marketing.

The Internet has become a significant marketplace for buying and selling
goods and services. Industry estimates that the amount of goods or services
purchased in online consumer transactions will grow from approximately $2.6
billion in 1997 to approximately $37.5 billion in 2002.  Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions.  Early adopters of
such improvements include online merchants offering broad product catalogs
(such as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with negotiable pricing (such as automobiles and mortgages). The Company
believes that as the volume of online transactions increases, traditional
retailers will offer a wide variety of products and services online. The
Company believes that online companies provide businesses an opportunity
to link Internet customers with like interests. The Internet allows marketers
to collect meaningful demographic information.

The Company's business strategy relies on advertising by and agreements with
other Internet companies.  Any significant deterioration in general economic
conditions that adversely affected these companies could also have a material
adverse effect on the Company's business, results of operations and financial
condition.

5)  Raw Materials and Suppliers

The Company is a Internet e-Commerce business, and thus does not use
any raw materials or have any principal suppliers of raw materials.

                               17
<PAGE>

6) Customers

The Company believes that establishing and maintaining brand identity for
its services is a critical aspect of its efforts to attract new customers,
Internet and commerce relationships.  In order to attract new customers,
and commerce vendors, and in response to competitive pressures, the Company
intends to make a commitment to the creation and maintenance of
brand loyalty among these groups.  The Company plans to accomplish this,
although not exclusively, through advertising its Web site through the
various search engines, through other Web sites, marketing its site to
businesses/customers through e-mail, online media, and other marketing and
promotional efforts.

There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands.  Further, there can be no
assurance that any new users attracted to Global Boulevard International, Inc.
will conduct transactions over Global Boulevard International, Inc. on a
regular basis.  If the Company fails to promote its brand or incurs
substantial expenses in an attempt to promote and maintain its brand or if the
Company's existing or future strategic relationships fail to promote the
Company's brand or increase brand awareness, the Company's business, results of
operations and financial condition would be materially adversely affected.

7)  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
    Agreements, or Labor Contracts

The Company regards substantial elements of its future Web site and
underlying infrastructure and technology as proprietary and attempts to
protect them by relying on trademark, service mark, copyright and trade
secret laws and restrictions on disclosure and transferring title and other
methods.  The Company plans to enter into confidentiality agreements with its
future employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information.  Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.

Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of the Company's proprietary rights.  There can be
no assurance that the steps taken by the Company will prevent misappropriation
or infringement of its proprietary information, which could have a material
adverse effect on the Company's business, results of operations and financial
condition. Litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others. Such
litigation might result in substantial costs and diversion of resources and
management attention.  Furthermore, there can be no assurance that the
Company's business activities will not infringe upon the proprietary rights
of others, or that other parties will not assert infringement claims against
the Company, including claims that by directly or indirectly providing
hyperlink text links to Web sites operated by third parties.  Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties.  Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.


                                   18
<PAGE>

8)  Regulation

The law relating to the liability of online companies is currently unsettled.
It is possible that claims could be made against online e-Commerce companies
under both United States and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
Web site.  Several private lawsuits seeking to impose such liability upon
other online companies are currently pending.

9)  Effect of Existing or Probable Government Regulations

Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to such
liability, which may require the Company to expend substantial resources
and/or to discontinue certain service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impact the growth of Internet use.

The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of  operations and
financial condition. Several States have also proposed legislation that would
limit the uses of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade Commission has also
recently settled a proceeding with one online service regarding the manner in
which personal information is collected from users and provided to third
parties.  Changes to existing laws or the passage of new legislation,
could create uncertainty in the marketplace that could reduce demand for the
services of the Company or increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or could in some other
manner have a material adverse effect on the Company's business, results of
operations and financial condition.  In addition, because the Company's
services are accessible worldwide, and the Company may facilitate sales of
goods to users worldwide, other jurisdictions may claim that the Company
is required to qualify to do business as foreign corporation in particular
state or foreign country.

Due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security.  Although sections of the Communications Decency Act of
1996 (the "CDA") that, among other things, proposed to impose criminal
penalties on anyone distributing "indecent" material to minors over the
Internet, were held to be unconstitutional by the U.S. Supreme Court, there
can be no assurance that similar laws will not be proposed and adopted.
Certain members of Congress have recently discussed proposing legislation
that would regulate the distribution of "indecent" material over the Internet
in a manner that they believe would withstand challenge on constitution law.
Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's
business, for third-party activities and jurisdiction.  The adoption of new
laws or the application of existing laws may decrease the growth in the use
of the Internet, which could in turn decrease the demand for the Company's
services, increase the Company's cost of doing business or otherwise have a
material adverse effect on the Company's business, results of operations and
financial condition.

                                    19


<PAGE>

The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and
financial condition.

10) Research and Development Activities

The Company, among other things, plans to develop and market its Web site,
enhance its services, implement and execute its business and marketing strategy
successfully, continue to develop and upgrade its technology and information-
processing systems, meet the needs of a changing market, provide superior
customer service, respond to competitive developments and attract, integrate,
retain and motivate qualified personnel provided the company can generate
sales and profit.

The Company also needs to develop and identify services that achieve
market acceptance by its users and e-Commerce customers. There can be no
assurance that any Internet company, including Global Boulevard International,
Inc., will achieve market acceptance.  Accordingly, no assurance can be given
that the Company's business model will be successful or that it can sustain
revenue growth or be profitable. The market for Internet products is new,
rapidly developing and characterized by an increasing number of market
entrants.  As is typical of any new and rapidly evolving market, demand and
market acceptance for recently introduced products are subject to a high
level of uncertainty and risk.  Moreover, because this market is new and
rapidly evolving, it is difficult to predict its future growth rate, if
any, and its ultimate size.  If the market fails to develop, develops more
slowly than expected or becomes saturated with competitors, or if the
Company's products do not achieve or sustain market acceptance, the
Company's business, results of operation may be materially and adversely
affected.

There can be no assurances the Company will be successful in accomplishing
all of these things, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.

11)  Impact of Environmental Laws

The Company is not aware of any federal, state or local environmental laws
which would effect is operations.

12)  Employees

The Company currently has one (1) employee: one President. The Company has
no intention at this time to add employees.

(i) The Company's performance is substantially dependent on the performance of
its President and CEO, Parker David Dale.  In particular, the Company's success
depends on his ability to develop, design and market the company's Web site
and services through the various Internet search engines.

(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company.  The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.

(iii)  There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future.   The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.

                                     20

<PAGE>

13)  Year 2000 Implications

The Year 2000 issue is the potential for system and processing failures of
date-related data and the result of computer-controlled systems using two
digits rather than four to define the applicable year.  For example,
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000.  This could result in
system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transaction
The Company may be affected by Year 2000 issues related to non-compliant
information technology ("IT") systems or non-IT systems operated by the
Company or by third parties.

Company has not completed any assessment of internal and external (third-party)
IT systems and non-IT systems. At this point, the Company is not currently
aware of any Year 2000 problems relating to systems operated by the Company
or by third parties that would have a material effect on the Company's
business, results of operations or financial condition, without taking into
account the Company's efforts to avoid such problems.  Based on its assessment
to date, the Company does not anticipate that costs associated with
remediating the Company's non-compliant IT systems or non-IT systems will be
material, although there can be no assurance to such effect.

Such a failure could prevent the Company from operating its business, prevent
users from accessing the Company's Web site, or change the behavior of
advertising customers or persons accessing the Company's Web site.

The Company believes that the primary business risks, in the event of such
failure, would include, but not be limited to, lost of potential revenues,
increased operating costs, loss of customers or persons accessing the
Company's Web site, or other business interruptions of a material nature, as
well as claims of mismanagement, misrepresentation, or breach of contract,
any of which could have a material adverse effect on the Company's business,
results of operations and financial condition.

14)  The Industry & Potential Effect on the Company's Plan of Operations

The rapid adoption of the Internet as a means to gather information,
communicate, interact and be entertained, combined with the vast
proliferation of Web sites, has made the Internet an important new mass
medium. Industry estimates that the number of Web users exceeded 68 million in
1997, and will grow to over 319 million by 2002. The Internet enables
advertisers to target advertising campaigns utilizing sophisticated databases
of information on the users of various sites. As a result, the Internet has
become a compelling means to advertise and market products and services.  With
the volume of sites and vast abundance of information available on the
Internet, users are increasingly seeking an online home where they can
interact with others with similar interests and quickly find information,
products and services related to a particular interest or need.

These community sites offer a single location where users can build their
personal Web sites and place them among the sites of others having similar
interests.  In addition, community sites generally offer services including
access to e-mail accounts, chat rooms, news, and entertainment services,
among other features. By satisfying the needs of its users, communities seek
to establish a close relationship with their audience.  As a result, the
Company believes that users tend to be loyal to and spend more time online at
community sites.  The Company hopes to advertise their products at these
community sites.

                                  21

<PAGE>

The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements.  These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. The Company's future success will depend in
part on its ability to continually improve the performance, features and
reliability of the site in response to both evolving demands of the
marketplace and competitive product and service offerings; and, there can be
no assurance that the Company will be successful in doing so.  Accordingly,
the Company's future success will depend on its ability to adapt to rapidly
changing technologies, to adapt to evolving industry standards and to
continually improve the performance, features and reliability of its service
in response to competitive service and product offerings and evolving demands
of the marketplace. The failure of the Company to adapt to such changes would
have a material adverse effect on the Company's business, results of
operations and financial condition.  In addition, the widespread adoption of
new Internet, networking or telecommunications technologies or other
technological changes could require substantial expenditures by the Company
to modify or adapt its services or infrastructure, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.

15) Present Licensing Status

None -- Not Applicable.

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate headquarters are located at: 403 East 58th Street,
4th Floor, New York, NY  10022, Phone:  212-750-1349.  The office space
is provided by one of the Directors of the Company at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS.

As of the date hereof, GOBO is not a party to any material legal proceedings,
and none are known to be contemplated against GOBO.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.

                                   22

<PAGE>


                                PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GOBO" and commenced its trading under that symbol on
December 15, 1998, under the original trading symbol "RGAG".
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 not been adjusted retroactively by any stock split.

<TABLE>
<CAPTION>
                                         Common Stock
PERIOD                              HIGH             LOW
------                              ----             ---
<S>                                 <C>              <C>
Calendar Year 1998
------------------
Fourth Quarter ended 12/31/99       $0.00            $0.00

Calendar Year 1999
------------------
First Quarter ended 3/31/99         $0.75            $0.05
Second Quarter ended 6/30/99        $0.50            $0.05
Third Quarter ended 9/30/99         $0.62            $0.05
Fourth Quarter ended 12/31/99       $0.62            $0.05


</TABLE>


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

The approximate number of holders of record of common stock as of December 31,
1999 was approximately thirty (30).

(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
--------------------------------------------

On April 18, 1999, the Company issued 700,000 shares of its $.001 par value
common stock for cash of $700.

                                     23

<PAGE>

On June 1, 1998, the Company completed a public offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act
of 1933 as amended, and exemptions from state registration pursuant to various
state security transactional exemptions.  The Company sold 199,000 shares of
common stock at for a total amount of $9,950.  Of the total proceeds, $199.00
is considered common stock, and $9,751 is considered additional paid-in capital.

On January 13, 1999, the Company issued 11,100,000 shares of common stock for a
total amount of $141,500.  Of the total proceeds, $11,100 is considered common
stock, and $130,400 is considered additional paid-in capital.  The Company also
issued 5,000,000 shares of its $.001 par value common stock for services.  The
Company then purchased 5,000,000 shares of its $.001 par value common stock for
$5,000 to be held in treasury stock.

There have been no other issuances of common or preferred stock.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(i) General
-----------

We will continue to devote the major portion of our resources to the
development of an interactive website.

The Company plans to develop an interactive website to market financial
products over the Internet.

Additionally, the Company plans to seek advertisers, to advertise their
product(s) on the Company's Web site.  For any advertisers on the Company's
Web site, the Company will provide a link to the advertisers' Web site and
charge a customary/nominal fee, for each customer who links to their
advertisers Web site.

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, and
particularly by such companies entering new and rapidly developing markets
like the Internet.  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, particularly companies in new
and rapidly evolving markets such as online commerce.  Such risks include,
without limitation, the lack of broad acceptance of the company's products on
the Internet, the possibility that the Internet will fail to achieve broad
acceptance, the inability of the Company to generate significant e-Commerce
based revenues from Internet customers, the company's inability to
anticipate and adapt to a developing market, the failure of the company's
network infrastructure (including its server, hardware and software) to
efficiently handle its Internet traffic, changes in laws that adversely
affect the company's business, the ability of the Company to manage its
operations, including the amount and timing of capital expenditures and other
costs relating to the expansion of the company's operations, the introduction
and development of different or more extensive communities by direct and
indirect competitors of the Company, including those with greater financial,
technical and marketing resources, the inability of the Company to maintain
and increase levels of traffic on its Web site, the inability of the Company
to attract, retain and motivate qualified personnel and general economic
conditions.

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 sales of its products, and possibility
advertising revenues on its Web site.  As of December 31, 1999, the Company had
an accumulated deficit of one hundred forty-seven one hundred fifty ($147,150)
dollars.

                                 24
<PAGE>


The Company expects that its operating expenses will increase significantly
during the next several months, especially in the areas of sales and
marketing, and brand promotion.  Thus, the Company will need to generate
increased revenues to achieve 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.

The Company's future success is substantially dependent upon continued growth
in the use of the Internet.  To generate product sales, advertising sales,
e-Commerce service fees for GOBO, the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured.  The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted.  If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it.  The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed.  In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain.  Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace.  Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation.  Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet.  Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.

(ii) Results of Operations
--------------------------

As a developmental stage Company, the Company has yet to generate any
revenues. In addition, the Company does not expect to generate any revenues
over the next approximately to twelve (12) months.  During calendar year,
1999, the Company experienced net losses $136,900.  The bulk of these expenses
were for general and administrative costs.  This loss compares to a loss
of $10,250 for 1998 (April 16, 1998 inception through December 31, 1998).
The Company does not have any material commitments for capital expenditures.

(iii) Liquidity and Capital Resources
-------------------------------------

The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through December 31, 1999. On April 14, 1998, the
Company's founding shareholder purchased 700,000 shares of its $.001 par
value common stock for cash of $700.

                                    25
<PAGE>

On June 1, 1998, the Company completed a public offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act
of 1933 as amended, and exemptions from state registration pursuant to various
state security transactional exemptions.  The Company sold 199,000 shares of
common stock at for a total amount of $9,950.  Of the total proceeds, $199.00
is considered common stock, and $9,751 is considered additional paid-in capital.

On January 13, 1999, the Company issued 11,100,000 shares of common stock for a
total amount of $141,500.  Of the total proceeds, $11,100 is considered common
stock, and $130,400 is considered additional paid-in capital.  The Company also
issued 5,000,000 shares of its $.001 par value common stock for services.  The
Company then purchased 5,000,000 shares of its $.001 par value common stock for
$5,000 to be held in treasury stock.

There have been no other issuances of common or preferred stock.

The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. There is no assurance that the
proceeds of the Company will be able to raise sufficient funding to enhance
the Company's financial resources sufficiently to generate volume for the
Company.

(iv) Year 2000 Issue
--------------------

We are not currently  utilizing any electronic  processing systems and
Therefore we are not directly at risk for having  systems that will not
recognize the Year 2000  ("Y2K") or treat any date after  December  31,
1999 as a date during the twentieth century.  However, no assurances can
be given that we will be able to avoid all Y2K problems, especially those
that might originate with third parties with whom we transact business,
such as financial institutions, and we have not undertaken any investigation
to determine the Y2K readiness of such parties.  If we or any third party
with whom we do business were to have a Y2K problem, our business could be
disrupted and our financial condition and results of operations could be
materially adversely affected.

                                      26


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.


                    Global Boulevard International, Inc.
                       (A Development Stage Company)

                              Balance Sheet
                                  as of
                        December 31, 1999 and 1998

                                   and

                           Statements of Income,
                         Stockholders' Equity, and
                                Cash Flows
                 for the period April 16, 1998 (Inception
                           to December 31, 1998
                           and the period ended
                             December 31, 1999



                                    27
<PAGE>


                            TABLE OF CONTENTS


                                                               PAGE

Independent Auditor's Report                                   F-1

Balance Sheet                                                  F-2

Income Statement                                               F-3

Statement of Stockholders' Equity                              F-4

Statement of Cash Flows                                        F-5

Footnotes                                                      F-6-7


                                     28
<PAGE>


G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)

INDEPENDENT AUDITOR'S REPORT


April 11, 2000

Board of Directors
Global Boulevard International, Inc.

Las Vegas, NV

I have audited the Balance Sheet of Global Boulevard International, Inc.(the
"Company") (A Development Stage Company), as of December 31, 1999, and the
related Statements of Operations, Stockholders' Equity, and Cash Flows for the
period then ended.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement presentation.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable basis
for my opinion.  The accompanying financial statements include the Balance
Sheet as of December 31, 1998 and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the period then ended which have
been audited by the Company's former Independent Certified Public Accountant.
His Independent Auditor's Report dated August 31, 1999 is attached hereto.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Boulevard
International, Inc., (A Development Stage Company), as of December 31, 1999,
in conformity with generally accepted accounting principles.


The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 5 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations.  This raises substantial doubt about its ability
to continue as a going concern.  Management's plan in regard to these matters
are also described in Note 5.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ G. Brad Beckstead, CPA
--------------------------
G. Brad Beckstead
Nevada License #2701

                                  F-1

<PAGE>

                   Global Boulevard International, Inc.
                      (A Development Stage Company)

                            Balance Sheet
                             December 31

<TABLE>
<CAPTION>

BALANCE SHEET


Assets

                                            1999                   1998
                                         ----------             ----------
<S>                                      <C>                    <C>
Cash                                     $     -0-              $      88

Organizational costs, net                      -0-                    312
                                         ----------            -----------
                Total Assets             $     -0-              $     400



Liabilities and Stockholders' Equity

Common stock, $0.001 par value,
100,000,000 shares authorized; 11,999,000
and 899,000 shares issued and outstanding
at 12/31/99 and 12/31/98, respectively     11,999                    899

Additional paid-in capital                140,151                  9,751

Deficit accumulated during
development stage                       (147,150)                (10,250)

Less:  Treasury stock                     (5,000)                    -0-
                                       ----------             -----------

Total Stockholders' Equity                   -0-                     400
                                       ----------             -----------


Total Liabilities and
Stockholders' Equity                 $       -0-               $     400


            See accompanying "Independent Auditor's Report"

</TABLE>

                                   F-2

<PAGE>


                   Global Boulevard International, Inc.
                       (A Development Stage Company)

                             Income Statement
                              For the period
                  April 16, 1998 (Date of Inception) to
                             December 31, 1999
                                    and
                               periods ended
                        December 31, 1999 and 1998

<TABLE>
<CAPTION>

INCOME STATEMENT



                                                             April 16, 1998
                             December 31,     December 31    (Inception) to
                                 1999           1998        December 31, 1999
                            -------------     -----------   -----------------
<S>                       <C>                <C>             <C>
Revenue                   $         -0-      $        -0-    $         -0-

General and
administrative expenses         136,636           10,202           146,838

Write-off of
organization costs                  264              48                312
                         ---------------      ----------       -----------


Net loss                      $(136,900)      $ (10,250)        $(147,150)

Weighted average number of
common shares outstanding    11,999,000         899,000         11,999,000

Net loss per share           $      -0-       $     -0-         $      -0-


                See accompanying "Independent Auditor's Report"

</TABLE>


                                  F-3
<PAGE>

                  Global Boulevard International, Inc.
                     (A Development Stage Company)

               Statement of Changes in Stockholders' Equity
                             For the periods
                   Ended to December 31, 1999 and 1998


<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                       Deficit
                                                       Accumulated
                                   Additional          During      Total
                 Common    Stock    Paid-in  Treasury  Development Stockholders'
                 Shares    Amount   Capital   Stock    Stage       Equity
                 ---------------------------------------------------------------
<S>              <C>       <C>      <C>      <C>       <C>          <C>

Apr 19, 1998
Issued for
cash             700,000      700                                      700

June 1, 1998
Issued for
cash             199,000      199                        9,751       9,950

Net Loss,
Apr 16, 1998
(inception)
to Dec 31,
1998                                                   (10,250)    (10,250)
                  -----------------------------------------------------------
Balance as
of
Dec 31, 1998    899,000       899    9,751      -0-    (10,250)        400


Jan 13, 1999
Issued
for cash     11,100,000    11,100  130,400                         141,500

Jan 13, 1999
Issued for
services      5,000,000                                                  0

Jan 13, 1999
cash issued
for treasury
stock        (5,000,000)                   (5,000)                  (5,000)

Net Loss,
Dec 31, 1999                                         (136,900)    (136,900)

Balance as of
Dec 31,
1999         	11,999,000 $11,999 $140,151 $(5,000)  $(147,150)         $0
              ---------------------------------------------------------------

</TABLE>

            See accompanying "Independent Auditor's Report"

                                   F-4

<PAGE>


                       Global Boulevard International, Inc.
                          (A Development Stage Company)

                             Statement of Cash Flows
                                 For the period
                               Ended to December 31

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

CASH FLOWS USED BY OPERATING ACTIVITIES       1999                1998
                                          ------------        ---------
<S>                                          <C>               <C>
Net loss                                     (136,900)         (10,250)

(Increase) Decrease in
organizational costs, net                         312             (312)
                                         ------------        ----------
Net cash used by
operating activities                         (136,588)         (10,562)
                                          -----------        -----------


CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used by investing activities             -0-                -0-
                                         ------------         ----------


CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of capital stock                     11,100                899

Purchase of treasury stock                    (5,000)

Additional paid-in capital                   130,400              9,751
                                        ------------         ----------


Net cash provided by
financing activities                         136,500             10,650
                                        ------------         ----------
Beginning cash, December 31, 1998                 88                -0-
                                        ------------         ----------

Ending cash, December 31, 1999                   -0-                -0-

NON-CASH TRANSACTIONS

Interest expense                                 -0-                -0-
Income taxes                                     -0-                -0-

              See accompanying "Independent Auditor's Report"


                                     F-5

<PAGE>

Global Boulevard International, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999

Note 1 - History and organization of the company

The Company was organized April 16, 1998 (Date of Inception) under the laws
of the State of Nevada, as Registered Agents of Southern Nevada, Inc.  The
Company amended its articles in March of 1999 changing its name to Global
Boulevard International, Inc.  The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company.  The
Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock.

Note 2 - Summary of significant accounting policies

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.

2. The preparation of financial statements in conformity with generally
accepted accounting principles 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 amounts of revenue and expenses during the
reporting period.  Actual results could differ significantly from those
estimates.

3. The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits.  For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.  There are no
cash equivalents as of December 31, 1999.

4. Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period.  Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued.  Since the
Company has no common shares that are potentially issuable, such as stock
options, convertible preferred stock and warrants, basic and diluted EPS are
the same.  The Company had no dilutive common stock equivalents such as
stock options as of December 31, 1999.

5. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.

6. Organizational costs in the amount of $360.00 have been fully expensed.

7. The Company will review its need for a provision for federal income tax
after each operating quarter and each period for which a statement of
operations is issued.

8. The Company has adopted December 31 as its fiscal year end.

Note 3 - Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes".  A deferred tax asset or liability is recorded
for
all temporary differences between financial and tax reporting.  Deferred tax
expenses (benefit) results from the net change during the year of deferred tax
assets and liabilities.

There is no provision for income taxes for the year ended December 31, 1999,
due to the net loss and no state income tax in Nevada.

                                    F-6
<PAGE>


Global Boulevard International, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999



Note 4 - Stockholders' Equity

The Company is authorized to issue 100,000,000 shares of $0.001 par value
common stock.

On April 18, 1999, the Company issued 700,000 shares of its $.001 par value
common stock for cash of $700.

On June 1, 1998, the Company completed a public offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act
of 1933 as amended, and exemptions from state registration pursuant to various
state security transactional exemptions.  The Company sold 199,000 shares of
common stock at for a total amount of $9,950.  Of the total proceeds, $199.00
is considered common stock, and $9,751 is considered additional paid-in capital.

On January 13, 1999, the Company issued 11,100,000 shares of common stock for a
total amount of $141,500.  Of the total proceeds, $11,100 is considered common
stock, and $130,400 is considered additional paid-in capital.  The Company also
issued 5,000,000 shares of its $.001 par value common stock for services.  The
Company then purchased 5,000,000 shares of its $.001 par value common stock for
$5,000 to be held in treasury stock.

There have been no other issuances of common or preferred stock.

Note 5 - Going concern

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has not commenced its planned principal
operations.  Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.

Note 6 - Related party transactions

The Company does not lease or rent any property.  Office services are provided
without charge by a director.  Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein.  The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities.  If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests.  The Company
has not formulated a policy for the resolution of such conflicts.

Note 7 - Warrants and options

There are no warrants or options outstanding to acquire any additional shares
of common stock.

Note 8 - Year 2000 issue

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year.  Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed.  In addition, similar problems may arise
in systems which use certain dates in 1999 to represent something other than
a date.  The effects of the Year 2000 issue may be experienced before, on,
or after January 1, 2000, and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.

                                     F-7
<PAGE>



-------------------------------------------------------------------------------


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

On March 20, 2000, the Company filed Form 8-K with the United Stated
Securities and Exchange Commission, in which the Company stated in Item
4 "Changes in Registrant's Certifying Account:"

     "The registrant has engaged G. Brad Beckstead, CPA as its principal
accountant to replace its former principal account, James E. Slayton,
CPA.  The decision to change accountant was approved by the Audit
Committee of the registrant.  Neither of the reports of the former
principal accountants on the financial statements for the period
ending February 2, 1999 contained an adverse opinion or disclaimer of
opinion, nor was either qualified or modified as to uncertainty,
audit scope, or accounting principles.  During the audited period
ending February 2, 1999 and the subsequent interim period through
March 15, 2000, there were no disagreements with the former accountant
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former
account, would have in connection with his report.  During the
audited period ending February 2, 1999 and the subject interim period,
the registrant has not consulted G. Brad Beckstead, CPA, regarding any
matter requiring disclosure under Regulation 8-K, Item 304(a)(2).  The
registrant has provided James E. Slayton, CPA, a copy of this disclosure
and has requested that James E. Slayton, CPA, furnish it with a letter
addressed to the U. S. Securities and Exchange Commission dated
March 17, 2000 is filed as Exhibit No. 1 to this report on Form 8-K."



                                   29


<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the current officers and directors of
Global Boulevard International, Inc.
Inc.



</TABLE>
<TABLE>
<CAPTION>


Name                         Age              Position
--------                    ------           ----------
<S>                          <C>             <C>
Parker David Dale            45              President, CEO
                                             Chief Financial Officer and
                                             Director

</TABLE>

B.  Work Experience

Parker David Dale (Chairman and Chief Executive Officer)

Parker David Dale has over twenty years experience in the development of
innovative high-technology companies.  In 1978, he founded the family-based
investment-banking firm of Daleco Securities in Newport Beach, California.  The
firm specialized in funding the commercial development of breakthrough
technologies, primarily in conjunction with major research institutions in the
United States.  These included: Interactive Visual Systems (Georgia Institute
of Technology), Intelligent Gas Sensors (Carnegie-Mellon Research Institute)
and Biochemistry (Stanford Research Institute).  At Daleco, he functioned as
Executive Vice President, Director of Investments, and was responsible for the
selection and structuring of the investment portfolio.

In 1986, Parker established a new company, The Holyoke Group, to facilitate
several of the portfolio technology companies he had founded to access the
public equity markets.  In 1989, he expanded The Holyoke Group's activities by
forming a partnership with a large Hong Kong investment group, The Sing Tao
Group, to focus on international joint ventures.  In 1991, he moved to London,
England and began activities relating to the non-profit field and research.

Returning to Southern California in 1994, Parker started an advanced
environmental technologies company, Ecologica, which specializes in applying
new solutions to the problems of treating water and wastewater throughout the
world.  In 1996, he co-founded a venture capital fund to pursue business
opportunities relating to the Internet.

In 1998, he moved to New York City and began work on the establishment the
financial services/e-commerce entities now grouped under the Global Boulevard
International umbrella.

Parker has three teenage children and resides full time in New York City.  He
graduated from the University of California at Irvine.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
GOBO equity securities.  Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.

                                   30
<PAGE>

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, 1999.
GOBO 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, 1999.  The Company does have employment agreements in place
with each of its officer.

<TABLE>
<CAPTION>

Name                            Position        Monthly Salary
----------------------------    ---------       ----------------
<S>                             <C>                  <C>
David Parker Dale               President            $ 0

</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of December 31, 2000 by each
person known by GOBO to own beneficially more than 5% of the outstanding
common stock, by each of our directors and officer and by all of our directors
and officers as a group.  Unless otherwise indicated below, to our knowledge
all persons listed below have sole voting and investment power with respect
to their shares of common stock except to the extent that authority is shared
by spouses under applicable law.


<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   Parker David Dale(1)    Chairman     ----See note 1 below----

Common   Global Blvd. Mag, Inc.(1)            9,000,000            75.0%

Common   Kirthney Holdings Limited            1,000,000             8.3%

Common   Sure Shot, Inc.(3)                     600,000             5.0%
-------------------------------------------------------------------------
All Executive Officers and
    Directors as a Group (1 person)          10,000,000            88.3%

</TABLE>


(1) c/o Global Boulevard Mag, Inc., 403 East 58th Street, 4th Floor,
New York, New York  10022.  Parker David Dale beneficially owns the
equivalent of 4,500,000 shares held by Global Boulevard Mag, Inc.,
4,500,000 shares represents 37.5 percent of the issued and outstanding
common shares.

(2) Eurofed Bank, PO Box W52B, High Street St., St. Johns, Antigua,
    West Indies.

(3) Sure Shot, Inc. PO Box W52B, St. Johns, Antigua, West Indies.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through a Board Resolution, the Company hired the professional services
of G. Brad Beckstead, CPA, Certified Public Accountant, to perform audited
financials for the Company.  Mr. Beckstead owns no stock in the Company.  The
company has no formal contracts with its accountant, he is paid on a fee
for service basis.

                                   31
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:


EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ----------------------------------------------------------------------
(3)      ARTICLES OF INCORPORATION AND BY-LAWS

  3.1    Articles of Incorporation of the Company(1)

  3.2    By-Laws of the Company(1)

(23)	   CONSENT OF EXPERTS AND COUNSEL

   23.1  Letter of Consent from James Slayton, CPA(1)

(27)     FINANCIAL DATA SCHEDULE

  27.1   Financial Data Schedule(1)


----------
(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.


(b)  REPORTS ON FORM 8-K

GOBO filed a Current Report, dated March 20, 2000, on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes
in Registrant's Certifying Account."  (See Item 8 above, entitled, "Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure."


                                   32

<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.

Date:  April 12, 2000

GLOBAL BOULEVARD INTERNATIONAL, INC.

By: /s/ David Parker Dale
----------------------------
David Parker Dale, President




                                   33
<PAGE>