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, 2000

[ ]  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)

        38820 N. 25th Avenue, Phoenix, AZ                   85086
   ------------------------------------------------     -------------
    (Address of principal executive offices)             (zip code)


                                 602-617-4456
                          ---------------------------
                           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, 2000, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $1,990,985.

     The issuer had 6,024,500 shares of common stock issued and outstanding,
par value $.001 per share as of December 31, 2000.

     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.......................................19
    Item 3.  Legal Proceedings.............................................19
    Item 4.  Submission of Matters to a Vote of Security Holders...........19

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......20
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....21
    Item 7.  Financial Statements..........................................24
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................26

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................27
    Item 10. Executive Compensation........................................28
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management......26
    Item 12. Certain Relationships and Related Transactions................30
    Item 13. Exhibits and Reports on Form 8-K..............................30

SIGNATURES   ..............................................................31



                           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., an Internet e-Commerce company,
hereinafter referred to as "GBBV" 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, 2000 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, 2000
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, 2000.  Between March
20 and April 4, 2000, 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.
On October 4, 2000, per shareholder approval at its annual shareholder meeting,
the shareholders approved a 2-for-1 reverse split.  On October 6, the sole
Director/Officer of the Company purchased 25,000 shares of the Company's common
stock for $10,000.  As of December 31, 2000, the Company has six million
twenty-four thousand five hundred (6,024,500) shares of its $0.001 par value
common voting stock issued and outstanding which are held by approximately
thirty-four (34) 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 GBBV; and, subsequently changed its name to Global Boulevard
International, Inc.

                                   3
<PAGE

The Company has no revenue history, at this time, it does not anticipate any
revenues in the near future.  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. ("GBBV" or the "Company"), a Nevada
Corporation, with an original principal business strategy to establish a
network of Transaction Centers throughout tax-neutral domiciles planned to host
and facilitate the implementation of international e-commerce activities on
behalf of client companies.  The Company wanted to bring these facilities
together, in one location, utilizing the essential technological solutions
available for conducting international business through the Internet
e-commerce platform.  The basic service packages planned to be offered by the
Company would include:  "The Global Merchant Management System" and "The Global
Asset Management System."  These two on-line service packages are being
designed to provide a 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 can generate in revenues from its services through its
future Web site.  Through April 16, 1998 (date of inception) to December 31,
2000, the Company had an accumulated deficit of one hundred fifty-three
thousand five hundred four ($153,504) 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 current future is 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.  If the Company can be successful in developing its network of
Transaction Centers web site, its major competitors would 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 future 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 future 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 future 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 future 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.


                                  9

<PAGE>

(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 would
require heavy management attention and resources.  The Company has limited
experience in localizing its service, and the Company believes that many of


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 future global transaction centers,
hopes to provide a full range of capabilities that companies conducting
international trade need to strengthen the bonds that exist between themselves
and their future customers.  This would include, but is not limited to the
Company's two proposed divisions, i.e,:

o Fidelity Management, Ltd.
o Caribbean Financial Services, Inc.

                                    10

<PAGE>

Fidelity Management Ltd. would be 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 would be derived from the initial fee for forming the company, along
with an annual custodial fee.  As these companies would be the vehicles through
which business is conducted within the tax-neutral domicile, they would be a
potential necessity of all the clients of the Global Transaction Centers.
Caribbean Financial Services Inc., a Global Boulevard International subsidiary,
would provide 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), would be company's Caribbean financial
and management services company.  It would be 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 intended to be cost-effective and user-friendly.  Through offering
its potential 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
would allows a 24 hour a day, 7 days a week global presence.

                                    11
<PAGE>


Additionally, CFS plans to 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.

GBBV plans to 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 plans to provide the tools
required for those businesses to maximize their effectiveness in truly serving
the global marketplace.

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 could
avail themselves of such a transaction portal, as they become increasingly
aware of its manifold advantages.

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.

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.

                                      12
<PAGE>

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 would be Global Boulevard International's primary
Caribbean transaction center.  The decision to use a particular transaction
center will be up to the client and the participating banks.

The development of an investment and advisory component to the Global Boulevard
International e-commerce platform is another method to address 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 Internet tools
are essential.

Global Management Services hopes to provide access to advisors who are
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.

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.

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.

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.

                                     13
<PAGE>

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.

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.

                                     14
<PAGE>

5) e-Commerce and Direct Marketing.

The Internet has become a significant marketplace for buying and selling
goods and services.  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.

6) Customers

The Company believes that establishing and maintaining brand identity for
its services will be 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.

                                     15
<PAGE>

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.

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


                                     16
<PAGE>

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.  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.

The Company does not believe that such regulations, which were adopted prior
to the early stages of the Internet, will 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.


                                     17
<PAGE>

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, James W. McCabe, Jr..  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.

13)  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.

                                  18

<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.

14) Present Licensing Status

None -- Not Applicable.

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company's corporate headquarters are located at: 38820 N. 25th Avenue,
Phoenix, AZ  85086, Phone:  602-617-4456.  The office space is provided by
one of the former Officers of the Company at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS.

The Company from time to time may be involved in litigation incident to the
conduct of its business.  Certain litigation with third parties and
present and former shareholders of the Company are routine and incidental.
The Company, as the Plaintiff, filed a lawsuit regarding a shareholder dispute.
The Company has taken legal action to cancel five hundred thousand (500,000)
common shares for unperformed services.  The outcome of this lawsuit has yet
to be settled; and, as with any lawsuit, the outcome could have a material
adverse affect on the Company.

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

During the Third Quarter, the company held its annual shareholder meeting
which, 1) approved the Election of new Director; 2) approved a two-to-one
reverse stock split; and 3) ratified G. Brad Beckstead as the company's
independent auditor.


                                   19

<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 "GBBV" and commenced its trading under that symbol on December 15, 1998,
under the original trading symbol "RGAG".  When the Company adopted the name
change of Global Boulevard Management, Inc., it was given the trading symbol
"GOBO"  This trading symbol was changed to "GBBV" in October, 2000, when the
Company initiated its two-for-one reverse stock split.  The following table
sets forth the high and low bid quotations for the Common Stock for the periods
indicated.  These quotations reflect prices between dealers, do not include
retail mark-ups, mark-downs, and commissions and may not necessarily represent
actual transactions.  These bid quotations have been adjusted retroactively to
reflect the two-for-one reverse stock split which took place in October, 2000.

<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         $0.37            $0.02
Second Quarter ended 6/30/99        $0.25            $0.02
Third Quarter ended 9/30/99         $0.31            $0.02
Fourth Quarter ended 12/31/99       $0.31            $0.02

Calendar Year 2000
------------------
First Quarter ended 3/31/00         $0.62            $0.31
Second Quarter ended 6/30/00        $1.50            $0.19
Third Quarter ended 9/30/00         $1.25            $0.34
Fourth Quarter ended 12/31/00       $1.00            $0.34

</TABLE>


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

The approximate number of holders of record of common stock as of December 31,
2000 was approximately thirty-four (34), this number includes the Company's
sole Director/Officer.  The Company has 6,024,500 common shares issued and
outstanding as of December 31, 2000, of which 3,250,000 shares are restricted.

(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, 2000, the Company issued 700,000 shares of its $.001 par value
common stock for cash of $700.

                                     20

<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.  On October 4, 2000, per shareholder
approval at its annual shareholder meeting, the shareholders approved a 2-for-1
reverse split.  On October 6, 2000 the sole Director/Officer of the Company
purchased 25,000 shares of the Company's common stock for $10,000.

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


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

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

The Company has devoted the major portion of its resources to the
development and research 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 future Web site.  For any advertisers on the
Company's future 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.

                                 21
<PAGE>

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 future Web site.  As of December 31, 2000, the
Company had an accumulated deficit of one hundred fifty-three thousand five
hundred four ($153,504) dollars.

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

The Company's independent auditor has issued the following Going Concern
Comment, "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." (See Financial Note #5.)

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 GBBV, 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.

                                 22
<PAGE>

(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,
2000, the Company experienced net losses $6,354.  The bulk of these expenses
were for general and administrative costs.  This loss compares to no loss
for 1999, and total loss of $153,192 from date of inception, April 16, 1998
through December 31, 2000. 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, 2000.  On April 14, 1998, the
Company's founding shareholder purchased 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.

On October 4, 2000, per shareholder approval at its annual shareholder meeting,
the shareholders approved a 2-for-1 reverse split.  On October 6, 2000, the
sole Director/Officer of the Company purchased 25,000 shares of the Company's
common stock for $10,000.

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.

                                      23


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.




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

                             Balance Sheet
                                as of
                      December 31, 2000 and 1999

                                 and

                       Statements of Income,
                      Stockholders' Equity, and
                             Cash Flows
               for the period April 16, 1998 (Inception
                        to December 31, 1999
                        and the period ended
                          December 31, 2000




                                    24
<PAGE>


<TABLE>
<CAPTION>
                             TABLE OF CONTENTS


                                                                PAGE

<S>                                                              <C>
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

</TABLE>


              See accompanying notes to financial statements.

                                   25
<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


January 24, 2001

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, 2000,
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.

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,
2000, and the results of its operations and its cash flows for the period
from April 16, 1998 (Date of Inception) to December 31, 2000 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
---------------------

                                    F-1
<PAGE>


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

                                Balance Sheet
                                 December 31

<TABLE>
<CAPTION>

BALANCE SHEET

Assets                                             2000          1999
                                                ---------     ----------
<S>                                             <C>           <C>
Cash in held in escrow                          $   3,646     $      -0-
Organizational costs, net                              -0-           -0-
                                                ---------     ----------
Total Assets                                    $   3,646     $      -0-
                                                =========     ==========


Liabilities and Stockholders' Equity

Common stock, $0.001 par value,
     100,000,000 shares authorized; 6,024,500
     and 11,999,000 shares issued and
     outstanding at 12/31/00 and 12/31/99,
     respectively                                   6,025        11,999

Additional paid-in capital                        156,125       140,151

Deficit accumulated during development stage     (153,504)     (147,150)

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


      Total Stockholders' Equity                    3,646           -0-
                                                 --------    ----------
      Total Liabilities and Stockholders' Equity $  3,646    $      -0-


</TABLE>

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

                                     F-2
<PAGE>

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

                             Income Statement

<TABLE>
<CAPTION>

INCOME STATEMENT
                                                              4/16/98
                                                           (Inception) to
                                     12/31/00    12/31/99      12/31/00
                                    ---------    --------    -------------
<S>                                 <C>          <C>         <C>
Revenue                             $     -0-    $    -0-    $        -0-

General and administrative expenses    6,354          -0-        153,192

Write-off of organization costs           -0-         -0-            312
                                    ---------    --------    ------------
Net loss                            $ (6,354)    $    -0-    $  (153,504)
                                    =========    ========    ============

Weighted average number of
    common shares outstanding      6,024,500   11,999,000     12,024,000

   Net loss per share              $     -0-    $     -0-    $   (0.01)


</TABLE>

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

                                     F-3
<PAGE>


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

                Statement of Changes in Stockholders' Equity
                         as of December 31, 2000


<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                     Deficit
                                                     Accumulated
                  Common Stock    Additional         During       Total
                                  paid-in   Treasury Development Stockholder's
                  Shares  Amount  capital   Stock    Stage        Equity
                  ------------------------------------------------------------

<S>               <C>        <C>     <C>       <C>     <C>          <C>
April 19, 1998
issued for cash   700,000    700           0                            700

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

Net loss
April 16, 1998
(inception) to
Dec 31, 1998                                             (10,250)   (10,250)
                 -----------------------------------------------------------

Balances 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)
              ---------------------------------------------------------------

Balances
as of
December
31, 1999       11,699,000 $11,699  $140,151    $(5,000)  $(147,150)  $    0

Oct 2000
2-for-1
reverse
split          (5,999,500) (6,000)   6,000                                0

Oct 2000
Issued for
cash               25,000      25    9,975                           10,000

Net Loss,
Dec. 31, 2000                                               (6,354)  (6,354)
              ----------------------------------------------------------------
Balance as of
Dec. 31, 1999   6,024,500  $6,025 $156,125     $(5,000)  $(153,504)  $3,646
              ================================================================

</TABLE>


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

                                    F-4
<PAGE>





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

                            Statement of Cash Flows
                                   December 31

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


CASH FLOWS USED BY OPERATING ACTIVITIES                2000        1999
                                                       ----        -----
<S>                                                   <C>          <C>
Net income or (loss)                                  (6,354)       -0-

Net cash used by operating activities                     -0-       -0-
                                                      -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used by investing activities                     -0-       -0-
                                                      -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES


Net cash provided by financing activities             10,000        -0-
                                                      -------    -------
     Beginning cash, December 31, 1999                   -0-        -0-
                                                      -------    -------
     Ending cash, December 31, 2000                    3,646        -0-
                                                      =======    =======


NON-CASH TRANSACTIONS

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


</TABLE>

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

                                    F-5
<PAGE>


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


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, 2000.

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, 2000.

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,
2000, due to the net loss and no state income tax in Nevada.

                                    F-6
<PAGE>

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


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 September 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.

Effective 10/1/2000, the Company effected a 2-for-1 reverse split of its
$0.001 par value common stock resulting in post-split total issued and
outstanding shares of 5,999,500.

During October, 2000, the Company issued 25,000 shares of its $0.001 par
value common stock for a total amount of $10,000.  Of the total, $25
represents common stock and $11,975 represents additional paid-in
capital.

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.

<PAGE>

                                      F-7

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


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

GBBV filed a Current Report, on March 21, 2000, on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes in
Registrant's Certifying Account."

The registrant 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 accountant contained an adverse
opinion nor disclaimer of opinion, nor was either qualified or modified as to
uncertainty, audit scope, or accounting principles.  During the audited period,
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 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).  At the Annual Shareholder's meeting, G. Brad
Beckstead was ratified as the Company's CPA for the fiscal year.

                                       26

<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.


<TABLE>
<CAPTION>


Name                         Age              Position
--------                    ------           ----------
<S>                          <C>             <C>
James W. McCabe, Jr.         54              President, CEO
                                             Chief Financial Officer,
                                             Director, and Corporate
                                             Secretary

</TABLE>

B.  Work Experience

James W. McCabe, Jr. (Chairman, Chief Executive Officer, Chief Financial
Officer and Corporate Secretary)

1968-1969 Marine Corp, commissioned 2nd Lt. at graduation.
1972 - Hired by Ross Perot for Dupont upon release from Marine Corp.
1973 - Declined job with Ross Perot
1973 - Independent contractor San Salvador, Purchased and flew WWII
       fighter aircraft.
1974 - Tennis Professional, T Bar M I New Braunfels, Texas; April Sound
       in Conroe, Texas; Palmetto Dunes in Hilton Head, SC.
1975 - Tennis Professional at Sawgrass Country Club in Pointe Vedra
       Beach, Florida
1976-77 - Tennis Professional at the Bolles School and Clayhill Racquet
          Club in Jacksonville, Florida
1977-79 - Instructor Pilot for Bell Helicopter International in Esfahan,
          Iran.
1979-81 - Founded McCabe Petroleum Corporation, San Antonio, Texas.
1981 - Founded San Anco Engergy Corporation, a public corporation, and
       acquired assets of McCabe Petroleum in San Antonio, Texas.
1986 - Acquired effective control of SanAnco Energy Corporation
1988 - Met with principles of Sidewinder Operating Company and acquired
       license from Sidewinder to their patented short radium drilling
       technology and formed HCM/His with partner James Hughes to
       utilize license, Tulsa, OK.
1989 - Off made by Sidewinder to Mr. McCabe and Hughes to acquire patents,
       Tulsa, OK.
1990 - Acquired patents to Sidewinder technology with loan from S.G. Warburg
       and formed Sidewinder Tools Corporation.  Changed name of HCM/HIS to
       Directional Drilling Systems, Tulsa, OK.
1990 - Warburg and his associates file a law suite against Mr. McCabe and
       Hughes three weeks after closing acquisition, in an effort to take
       Control of the ownership in Sidewinder, Tulsa, OK.
1990-94 - Federal litigation over Sidewinder as Mr. McCabe and Hughes
       operate under Directioinal Drilling Systems as a horizontal drilling
       service company.  Tulsa, OK.

                                       27

<PAGE>

1994 - Events bring litigation to a close with both sides releasing all
       claims and counterclaims.  Amoco found to be an additional party in
       the lawsuit.  Settlement with Amoco and Mr. McCabe and Hughes obtain
       the rights to various patented technologies of Amoco.  Patent to
       short radius horizontal drilling issued to Maverick Took Company,
       owned by Mr. McCabe, for new short radius drilling tool.
1995 - With Amoco technologies as well as Sidewinder patents change name of
       Directional Drilling Systems to Vector Drilling Company.
1996 - Mr. McCabe moves to Naples, Florida and acquires all of Mr. Hughes
       interest in Vector Drilling Company and changes name to Vector
       Horizontal Resource, LC, Naples, Florida.
1997 - Vector joint ventures with public company, Cronus Corporation.
       Cronus asks Mr. McCabe to serve as President of the Company, to
       better organize the company, and bring JV oil and gas assets in
       Louisiana on line.
1998 - Mr. McCabe resigns as President from Cronos as Louisiana project
       is completed.  Also, he move Vectors field operation from Louisiana
       to Oklahoma.
1999 - Mr. McCabe purchases Nowata, Oklahoma oil field and moves field
       office to Nowata, OK, with administrative offices in Naples, Florida.
2000 - Continues to develop the Nowata oil field, under the Vector Horizontal
       Resources.

Education:  Graduated, 1963, The Bolles School, Jacksonville, Florida
            Graduated, 1967 w/BA, Trinity University, San Antonio, Texas

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
GBBV equity securities.  Reporting persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.

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, 2000.
GBBV intends to pay salaries when cash flow permits.  No officer or director
received stock options or other non-cash compensation during the fiscal year
ended December 31, 2000.  The Company does have employment agreements in place
with each of its officer.

<TABLE>
<CAPTION>

Name                            Position        Monthly Salary
----------------------------    ---------       ----------------
<S>                             <C>                  <C>
James W. McCabe, Jr.            President            $ 0

</TABLE>

                                   28
<PAGE>

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 GBBV 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   James W. McCabe, Jr.(1) Chairman        25,000              0.04%

Common   Global Blvd. Mag, Inc.(2)            2,250,000             37.34%

Common   Kirthney Holdings Limited(3)           500,000              8.29%

Common   Castle Partners LLP(4)                 375,000              6.22%

Common   Garnier Partners LLP(5)                375,000              6.22%

Common   International Fluid Dynamics, Inc.(6)  375,000              6.22%

Common   Sage Capital Management, Inc.(7)       375,000              6.22%

Common   Valverde Financial Corporation(8)      375,000              6.22%

-------------------------------------------------------------------------
All Executive Officers and
    Directors as a Group (1 person)              25,000              0.04%

</TABLE>


(1) James W. McCabe, Jr., 38820 N. 25th Avenue, Phoenix, AZ  85086.

(2) Global Blvd. Mag, Inc., 403 East 58th Street, Suite 4R, New York, NY  10022.

(3) Kirthney Holdings Limited, Eurofed Bank, P.O. Box W528 High Street. St.
    Johns, Antigua, West Indies.

(4) Castle Partners LLP, 5433 Westheimer, Houston, TX  77056.

(5) Garnier Partners LLP, 30 Old Rudwick Lane, Dover, DE  19901.

(6) International Fluid Dynamics, Inc. 5433 Westheimer, Houston, TX  77056.

(7) Sage Capital Management, Inc., One Riverway, Suite 2550, Houston, TX  77056.

(8) Valverde Financial Corporation, General Willie Strasse 10, Zurich,
    Switzerland  8027.


                                   29
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

At the Company's Annual Shareholder's Meeting, the shareholders ratified
the appointment of G. Brad Beckstead, CPA as independent auditor, , 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.

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

(27)     FINANCIAL DATA SCHEDULE

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

GBBV filed a Current Report, on March 21, 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."

GBBV filed a separate Current Report, on June 12, 2000, on Form 8-K
containing information pursuant to Item 6 ("Resignation of Registrant's
Directors") entitled "Resignation of Registrant's Director."



                                   30

<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:  January 29, 2001                 GLOBAL BOULEVARD INTERNATIONAL, INC.

                                        By:  /s/ James W. McCabe, Jr.
                                        -----------------------------
                                        James W. McCabe, Jr.,
                                        President, Chief Executive Officer and
                                        Chief Financial Officer





                                      31
<PAGE>