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

Form 10-QSB

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

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

FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER ________________________________

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
(Name of small business issuer in its charter)

DELAWARE 98-0215787
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

21098 BAKE PARKWAY, SUITE 100
LAKE FOREST, CALIFORNIA 92630-2163
(Address of principal executive offices)

Issuer's telephone Number: (949) 470-9534

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 [_]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 19, 2005, the issuer
had 8,760,221 outstanding shares of Common Stock, par value $.0001 per share.

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

TABLE OF CONTENTS

Page
----
PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements...................................... 1

Item 2. Management's Discussion and Analysis or Plan of Operation........... 8

Item 3. Controls and Procedures............................................. 14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings................................................... 15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......... 15

Item 3. Defaults Upon Senior Securities..................................... 15

Item 4. Submission of Matters to a Vote of Security Holders................. 15

Item 5. Other Information................................................... 15

Item 6. Exhibits and Reports on Form 8-K.................................... 15

SIGNATURES.................................................................. 16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, DECEMBER 31,
2005 2004
(unaudited)
------------ ------------

ASSETS
CURRENT ASSETS

Cash and cash equivalents $ 516,595 $ 1,534,313
Accounts receivable, net of allowance for doubtful accounts of $4,600
as of March 31, 2005 and December 31, 2004 12,059 6,417
Inventory 23,523 --
Prepaid expenses and other 44,875 34,500
------------ ------------
Total current assets 597,052 1,575,230
------------ ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $200,415 and $190,408 in 2005 and 2004, respectively 97,039 65,909
------------ ------------

OTHER ASSETS
Program development costs, net of accumulated amortization
of $526,542 and $513,358, in 2005 and 2004, respectively 729,656 690,577
Intangible assets, net of accumulated amortization
of $30,864 and $29,078, in 2005 and 2004, respectively 13,858 15,644
Other assets 5,296 5,296
------------ ------------

Total other assets 748,810 711,517
------------ ------------

TOTAL ASSETS $ 1,442,901 $ 2,352,656
============ ============

See accompanying Notes to Condensed Consolidated Financial Statements

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

MARCH 31, DECEMBER 31,
2005 2004
(unaudited)
------------ ------------

LIABILITIES AND CURRENT STOCKHOLDERS EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses $ 577,985 $ 654,753
Legal fee payable 365,000 415,000
Obligation under capital lease - current portion 17,518 --
Due to stockholders and related parties 183,922 318,068
Deferred revenue 131,425 165,259
Notes payable 115,000 115,000
------------ ------------

Total current liabilities 1,390,850 1,668,080
------------ ------------

LONG TERM LIABILITIES

Obligation under capital lease 18,588 --

COMMITMENTS & CONTINGENCIES

STOCKHOLDERS' EQUITY
Series B Convertible Preferred Stock, $.0001 par value; 5,000,000 shares
authorized, 2,050 shares issued and outstanding -- --
Common Stock, $.0001 par value; 150,000,000 shares authorized;
8,760,221 and 8,760,221 shares issued and outstanding as of March 31, 2005
and December 31, 2004, respectively 875 875
Additional paid in capital 9,679,568 9,679,568
Accumulated deficit (9,646,979) (8,995,867)
------------ ------------

Total stockholders' equity 33,464 684,577
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,442,902 $ 2,352,657
============ ============

See accompanying Notes to Condensed Consolidated Financial Statements

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

FOR THE THREE MONTHS ENDED
MARCH 31, 2005
2005 2004
(restated)
------------ ------------

SALES, net $ 169,725 $ 217,559
------------ ------------

OPERATING EXPENSES
Selling, general and administrative expenses 788,504 341,055
Program and Development Costs -- 97,729
Depreciation and amortization expenses 24,977 69,480
------------ ------------
Total Operating Expenses 813,481 508,264
------------ ------------

LOSS FROM OPERATIONS 643,756 290,705

OTHER EXPENSE
Interest expense 6,556 6,796
------------ ------------

LOSS BEFORE INCOME TAXES (650,312) (297,501)

INCOME TAX EXPENSE 800 800
------------ ------------

NET LOSS $ (651,112) $ (298,301)
============ ============

Weighted average number of shares of
common stock outstanding, basic and diluted 8,760,221 1,436,671
============ ============

Loss per share, basic and diluted $ (0.07) $ (0.21)
============ ============

See accompanying Notes to Condensed Consolidated Financial Statements

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

FOR THE THREE MONTHS ENDED
MARCH 31, 2005
2005 2004
(restated)
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ (651,112) $ (298,301)
Adjustment to reconcile net loss to net cash used in
operating activities

Depreciation and amortization 24,977 69,480
Changes in operating assets and liabilities:

Increase in Accounts receivable (5,642) (238)

Increase in Inventory (23,523) --

Increase in Prepaid expenses and other (10,375) (1,500)
(Decrease) increase in Accounts payable and accrued
expenses (76,768) 137,004

Decrease in Legal fee payable (50,000) --
(Decrease) increase in Due to stockholders and
related party (134,146) 143,450

Decrease in Deferred revenue (33,834) (72,664)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES
(960,423) (22,769)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment (2,536) --

Program development costs (52,264) (34,147)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES
(54,800) (34,147)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of obligation under capital lease (2,495) --

Note payable due to related parties, net of repayment -- 40,000
------------ ------------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (2,495) 40,000
------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (1,017,718) (16,916)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,534,313 44,831
------------ ------------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 516,595 $ 27,915
============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 4,056 $ 6,796
============ ============
Taxes $ 5,002 $ --
============ ============
Non-cash Investing and Financing Activities
Acquisition of equipment through capital lease obligation $ 38,600 $ --
============ ============

See accompanying Notes to Condensed Consolidated Financial Statements

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2005

1. BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements are
unaudited, but in the opinion of management of The Bluebook International
Holding Company (Bluebook or the Company), contains all adjustments, which
include normal recurring adjustments necessary to present fairly the
financial position at March 31, 2005, the results of operations, and cash
flows for the three months ended March 31, 2005 and 2004. The balance
sheet as of December 31, 2004 is derived from the Company's audited
financial statements.

Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission,
although management of the Company believes that the disclosures contained
in these financial statements are adequate to make the information
presented therein not misleading. For further information, refer to the
financial statements and the notes thereto included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004,
as filed with the Securities and Exchange Commission on April 15, 2005.

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,
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

The results of operations for the three months ended March 31, 2005 are
not necessarily indicative of the results of operations to be expected for
the full fiscal year ending December 31, 2005.

Going concern

The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern.
However, the Company has a net loss from operations of $651,112 and a
negative cash flow from operations of $960,423 for the three months ended
March 31, 2005 and has a net working capital deficiency of $793,798 and an
accumulated deficit of $9,646,979. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Without
realization of additional capital or debt, it would be unlikely for the
Company to continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities
that might result from this uncertainty.

The Company's operating cash flows for the three months ended March 31,
2005 were funded primarily through operations and cash existing at
December 31, 2004. The Company believes it has sufficient cash to meet its
immediate working capital requirements while additional operations and
development funds are sought from loans from officers or principal
stockholders of the Company, third party financing and further reducing
overhead relating to software solutions now finished in development.

The Company has recently taken steps to improve liquidity, including
seeking additional funding and deferment of a portion of its Chief
Operating Officer's salary and certain consulting fees paid to a related
party. If it is not successful in raising additional capital, it will
further reduce operating expenses through headcount reductions in
restructurings and modify its business model and strategy to accommodate
licensing of its technology and databases. Further, the Company would
continue sales of THE BLUEBOOK and B.E.S.T. software solutions and newer
InsureBASE and Insured to Value software solutions. The Company does not
expect any significant impact on its sales of THE BLUEBOOK, B.E.S.T. 7.5
and InsureBASE software solutions from such restructurings; however, they
may adversely affect the development of any new software solutions.

Recent financial accounting standards

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
Based Payment" ("SFAS 123R"), a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS 123R supersedes Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
amends SFAS No. 95, "Statement of Cash Flows". SFAS 123R requires that the
Company measure the cost of employee services received in exchange for
equity awards based on the grant date fair value of the awards. The cost
will be recognized as compensation expense over the vesting period of the
awards. The Company is required to adopt SFAS 123R no later than the
beginning of the third quarter of 2005. Under this method, the Company
will begin recognizing compensation cost for equity-based compensation for
all new or modified grants after the date of adoption. In addition, the
Company will recognize the unvested portion of the grant date fair value
of awards issued prior to adoption based on the fair values previously
calculated for disclosure purposes over the remaining vesting period of
the outstanding options and warrants. The Company is currently evaluating
the potential effect that the adoption of SFAS 123R will have on the
Company's financial statement presentation and disclosures.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets, an amendment to APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends
Accounting Principles Board Opinion No. 29, "Accounting for Non-monetary
Transactions", to require that exchanges of non-monetary assets be
measured and accounted for at fair value, rather than at carryover basis,
of the assets exchanged. Non-monetary exchanges that lack commercial
substance are exempt from this requirement. SFAS 153 is effective for
non-monetary exchanges entered into in fiscal periods beginning after June
15, 2005. The Company does not routinely enter into non-monetary
exchanges. Accordingly, the Company does not expect that the adoption of
SFAS 153 will have a significant effect on the Company's financial
statement presentation or disclosures.

Business Activities

The Company was incorporated in Delaware on December 17, 1997. Since the
Company's exchange reorganization and merger, effective as of October 1,
2001, the principal business of the Company has been developing and
selling THE BLUEBOOK and B.E.S.T. software solutions. THE BLUEBOOK is a
book in the form of both a desk and pocket size book containing the
information of the average unit costs attendant to the cleaning,
reconstruction and repair industries. B.E.S.T. is a software format of THE
BLUEBOOK which allows subscribers the option to retrieve THE BLUEBOOK data
and calculate the cost to clean, reconstruct or repair, then file claims
electronically.

The Company has recently completed its development of the InsureBase and
Insured to Value Solutions. These systems are designed to assist the
insurance carrier in calculating premiums for homeowners insurance and
identifying and verifying premiums with existing policyholders for
residential properties located in the United States. The Company recently
began its marketing of these solutions and has recently sold its second
contract for InsureBASE and continues project work. The Company has also
recently integrated its solution with Xdimentional technologies where it
will be made available to as many as one thousand Insurance Agents for
use. The Company continues to work with many prospects in its sales
pipeline.

Although the development of the Company's B.E.S.T.Net solution is
substantially complete, the Company is currently working on the completion
of B.E.S.T.Central and the tie-in or interface between B.E.S.T.Net and
B.E.S.T.Central as well as the integration of B.E.S.T.7. into
B.E.S.T.Central.

Loss per Common Share

Basic loss per share is calculated by dividing net loss available to
common stockholders by the weighted average number of common shares
outstanding during the year. Diluted loss per share is calculated assuming
the issuance of common shares, if dilutive, resulting from the exercise of
stock options and warrants. As the Company had a loss in the three month
periods, ended March 31, 2005 and 2004, basic and diluted loss per share
are the same.

2. RELATED PARTY TRANSACTIONS

The amount due to stockholders and related parties was $183,922 as of
March 31, 2005 and $318,068 as of December 31, 2004. The amount due to
stockholders as of March 31, 2005 consists of accrued salaries and
consulting fees payable to our President and Chief Executive Officer, Mark
Josipovich, our Chief Operating Officer, Dan Josipovich, and relatives of
the President and Chief Operating Officer of the Company. During the three
months ended March 31, 2005 and 2004, the Company incurred consulting fees
of $37,500 that were accrued to relatives of the president and chief
operating officer of the Company.

3. COMMITMENTS AND CONTINGENCIES

Operating lease

The Company leases office space, certain office equipment and a vehicle
under non-cancelable operating leases expiring through January 2006. Total
rental expense for the leases for the three months ended March 31, 2005
and 2004 was $18,984 and $22,513, respectively. The future minimum rental
payments required under the operating leases that have initial or
remaining non-cancelable lease terms in excess of one year as of March 31,
2005 was $37,473.

Capital lease

The Company leases certain equipment under a capital lease with monthly
payments of $2,094 per month, including interest at 26.75% per annum. At
March 31, 2005, monthly payments under these leases aggregated $4,188.

Included in property and equipment was $38,600 of equipment under a
capital lease at March 31, 2005. Included in accumulated depreciation was
accumulated amortization of assets under a capital lease of $1,287 at
March 31, 2005.

Litigation

As a general matter, we are subject to various legal proceedings, claims,
and litigation that arise in the normal course of our business. While the
outcome of these matters is currently not determinable, we do not expect
that the ultimate costs to resolve these matters will have a material
adverse effect on our financial position, results of operations, or cash
flows.

4. NOTE PAYABLE

On March 31, 2004, the Company entered into a loan agreement for $120,000,
of which $115,000 was outstanding as of March 31, 2005. The loan bears
interest at the rate of 10% per annum, and is due June 30, 2005. The loan
is secured by the Company's accounts receivable, tax refunds, deposit
accounts, and cash and cash equivalents. If the collateral securing the
loan is insufficient, the loan is also secured by the shares of the
Company's common stock held by Mark A. Josipovich, our Chairman of the
Board, Chief Executive Officer, President, and Treasurer. The loan
requires that the Company comply with certain covenants, including
preserving our corporate existence, maintaining all rights and permits,
complying with all applicable laws, and maintaining our properties.

5. RESTATEMENT

The Company reviewed its capitalized Program Development Cost related to
its B.E.S.T.Net(TM) and B.E.S.T.Central(TM) software products that were
capitalized from 2002 to 2004. The Company determined that some of these
costs previously capitalized did not meet the requirements for
capitalization as they were incurred before the software product had
reached technological feasibility as required by S.F.A.S. No. 86, as the
prototype was not tested until February 2003. This fact was not known at
the time of capitalization, and upon a closer review, the changes have
been accounted for as a restatement of the prior periods. The effect of
this restatement on the March 31, 2004 financial statements is as follows:

As previously reported Restated
March 31, 2004

Program development costs $ 3,852,180 $ 579,381
Net loss $ 126,101 $ 298,301
Accumulated deficit $ 3,277,381 $ 6,624,650

Item 2. Management's Discussion and Analysis or Plan of Operation.

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the Consolidated
Financial Statements referred to in this report. This discussion contains
forward-looking statements that involve risks and uncertainties. Such
statements, which include statements concerning future revenue sources and
concentration, selling, general and administrative expenses, research and
development expenses, capital resources and additional financings, are subject
to risks and uncertainties that could cause actual results to differ materially
from those projected.

Overview

We provide proprietary data, software solutions and services that help
automate, integrate, manage and quicken the underwriting and claims process. Our
underwriting solutions with integrated Bluebook and provider data, provide for
validation and automation of structure replacement costs for quoting and
validating homeowner insurance premiums in significantly less time and costs
than is common today. These products give insurance writers greater automation
and extend premium quoting and policy fulfillment through new and existing
channels (e.g., banks, mortgage companies, agents, etc.). This allows them to
more easily and cost efficiently reach consumers who need insurance and maintain
accurate premiums for those who are already insured.

Our claims solutions deliver paperless claims information to insurance
personnel and directly to the outside service vendors (e.g., contractors,
inspectors, adjusters, repair professionals, among others) through our
integrated software solutions. Our claims solutions provide the insurance
carrier with the ability to electronically track and manage claims from the
first report through its completion.

Sources of Revenue

We generate revenue by sales of THE BLUEBOOK handbook and software
estimating solutions. We also generate revenue each time a claim or underwriting
(premium replacement cost) transaction is processed through our software
solutions. We provide our own replacement cost data and also integrate data
provided by vendors in order to provide additional services or automation that
is often requested as part of the underwriting process (e.g., homeowner related
hazard data, credit, general public data). When outside data sources are
utilized, we are obligated to share our revenues with these vendors as well as
with our larger distribution channel partners, which reduces the percentage of
revenues we collect from each sale. We plan to increase the number of
transactions that are processed through our software solutions and data sales by
integrating our software solution into large distribution channels and direct to
insurance carrier and agency management systems.

Outlook for Our Business

Our revenue growth has been and will continue to be dependent on our
ability to increase the number of licenses that are sold and transactions that
are processed through our software solutions and our ability to expand the data
solutions and services we provide to the insurance, banking and mortgage
industries.

We have recently added six new sales and marketing professionals, signed
and resigned recent contracts with insurance carriers, integrated our solutions
with a widely used agency management solution, and completed a joint revenue and
share agreement for InsureBASE with the First American Real Estate Solutions
Company (FAF: NYSE) further validating the InsureBASE product line.

In addition, we have automated much of our data aggregation process
through the development of DataCentral. This product allows us to significantly
reduce the amount of manual effort and costs typically associated with
collecting and maintaining the property replacement database by automating many
of the processes. We enhanced the size of the InsureBASE property database to
nearly 70 million accessible records by combining Bluebook data with access to
external data providers through our solutions. We continue to work with several
other national data providers and distributors for joint distribution
opportunities within the insurance, mortgage and banking industries.

We believe this strategy of centralizing, automating and bringing online
the full capabilities of our data and integrating it with our InsureBASE, Insure
to Value and claim solutions will greatly expand our markets and significantly
lower our total cost of delivery. We believe our Internet deliverable and
accessible solutions will allow customers easier and more immediate access to
replacement cost information.

We believe our online solutions will increase recurring revenue numbers as
we provide clients the means to maintain current property replacement cost
values consistent with economic change. Our ability to continue this growth will
depend on our ability to sell our technologies and data to insurance carriers,
banking, mortgage and repair professionals including larger distribution
networks and joint license partners who are expected to resell our services.

Operating Expenses

Our personnel expenses are our largest expense and consist of salaries,
commissions, benefit plans and other payroll related costs. Our consultants and
personnel increased from 11 to 21 during the first quarter of 2005. We intend to
hire additional personnel primarily in the areas of sales and marketing,
administrative and development to support our anticipated growth and to acquire
additional market share and penetration. For the quarter ending March 31, 2005,
we expensed all development costs as improvements to existing technology.

Program Development Costs

Program development costs consist of salaries and other costs of
employment of our development staff as well as outside contractors. No expenses
were incurred in the first quarter ended March 31, 2005. We plan to increase the
number of personnel and consultants who are working to enhance and fully
integrate our claims and underwriting software solutions in order to provide
increased deliverability and simplified access to our current technology. We
expect this increase in personnel and consultants will result in an increase in
our development expenses. We estimate that we will generate meaningful revenue
from our research and development efforts relating to our claims and
underwriting software solutions in the second half of 2005.

Results of Operation

Comparison of three months ended March 31, 2005 to three months ended March 31,
2004

Revenues. Our revenues are derived primarily from sales of our B.E.S.T.
software products and the Bluebook handbook. Net revenues for the three months
ended March 31, 2005 were $169,725, a decrease of $47,834 or 22% compared with
net revenues of $217,559 for the three months ended March 31, 2004. Revenue from
sales of THE BLUEBOOK handbook were $58,698 for the three months ended March 31,
2005 as compared to $37,671 for the three months ended March 31, 2004, an
increase of $21,027 or 56%. Revenue from sales of the B.E.S.T software products
were $65,295 for the three months ended March 31, 2005 as compared to $92,898
for the three months ended March 31, 2004, a decrease of $27,603 or 29%. This
decrease was a result of customers waiting for the new B.E.S.T. 7.5 version
software released in the second quarter of 2005. Total transaction volume
including paid, pilot programs and demo accounts for prospective customers, rose
to over 52,000 for the first quarter from 9,860 for the quarter ending December
31, 2004. Net revenues increased $49,143 or 40% from the fourth quarter ended
December 31, 2004 to the first quarter ended March 31, 2005.

Historically, sales of THE BLUEBOOK handbook and our B.E.S.T. estimating
software were the principal sources of our revenues. However, we expect revenues
from our new software solutions, Insure to Value, InsureBASE, B.E.S.T.Net and
B.E.S.T.Central, to become the principal sources of our total revenue.

Although our revenues are currently not concentrated among a relatively
small number of customers, we expect that a significant portion of our future
revenues coming from sales of our new products, Insure to Value, InsureBASE,
B.E.S.T.Net and B.E.S.T.Central, will come from a relatively smaller number of
customers. Therefore, in the future, the loss of any one significant customer,
or a decrease in the level of sales to any one significant customer, could harm
our financial condition and results of operations.

Operating Expenses. Selling, general and administrative expenses for the
three months ended March 31, 2005 were $788,504, an increase of $447,449 or 131%
compared to $341,055 for the three months ended March 31, 2004. Selling, general
and administrative expenses consist primarily of salaries and related expenses
for personnel engaged in marketing and sales, corporate executives, professional
fees, corporate legal expenses, other corporate expenses and facilities
expenses. We had unusually high expenses this quarter for costs associated with
new hires, infrastructure costs and increased legal and accounting fees
associated with required investment related SEC filings. We believe that
continued investment in sales and marketing is critical to the success of our
strategy to expand relationships with our strategic partners and existing base
of users of our products, including insurance companies, contractors and service
providers to the insurance and related industries. As our business plan calls
for additional personnel and execution of additional marketing and sales
programs, we currently anticipate that selling, general and administrative
expenses in fiscal year 2005 will increase.

Depreciation and amortization was $24,977 for the three months ended March
31, 2005, a decrease of $44,503 or 64% compared to $69,480 for the three months
ended March 31, 2004. The decrease was primarily due to a change in the
estimated useful life of our B.E.S.T.7 product and some assets have been fully
depreciated. Previously, the net book value of B.E.S.T.7 pertaining to the
database was amortized over 24 months and the net book value of B.E.S.T.7
pertaining to the technology was amortized over 9 months. In December 2004, the
Company decided to change the estimated life of B.E.S.T. 7 such that as of
January 1, 2004, the net book value of B.E.S.T.7 pertaining to the database is
amortized over 30 months and the net book value of B.E.S.T.7 pertaining to the
technology is amortized over 15 months. For the remainder of 2005, we expect our
depreciation and amortization to increase as a result of amortization of our
software products B.E.S.T.Net and B.E.S.T. Central, which we anticipate will
start their depreciable life in the second quarter of 2005.

Net Loss. We had a net loss of $651,112 for the three months ended March
31, 2005, compared to a net loss of $298,301 for the three months ended March
31, 2004. The increase in net loss is primarily attributable to increased
selling, general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2005, we had cash of $516,595, a net working capital
deficiency of $793,798, and an accumulated deficit of $9,646,979. We have no
material commitments for capital expenditures as of March 31, 2005. However, we
plan to actively seek additional funding in order to meet our business plan. Our
cash requirements for the next twelve months are expected to be approximately
$2.59million. We intend to seek outside debt and/or equity financing to
supplement anticipated cash from operations. We do not currently have any
commitments for such financing and there is no assurance that we will be
successful in obtaining such funds. Any funds received will primarily be
utilized for selling and general administrative expenses and ramping required
hardware infrastructure in connection with new customer acquisition. We plan to
continue to invest in the development of our products and services in the normal
course of business. Upon further funding, the company also plans to hire three
new additional experienced sales and administrative executives in the first half
of the third quarter and two management executives in the first half of quarter
four. We also plan to reduce some company debt obligations.

As of April 12, 2005, following the Company's debt settlements and the
private placement in the fourth quarter of 2004, our total indebtedness was
approximately $1.4 million.

Our 2005 operations and investment activities have been funded primarily
through sales and existing cash. Our 2004 operations and investment activities
were funded primarily through sales and loans from related and non-related
parties.

Net cash used in operating activities during the three months ended March
31, 2005 and 2004 were $960,423 and $22,769, respectively. The increase in net
cash used in operating activities was primarily due to an increase in selling,
general and administrative expenses and repayment of amounts due to stockholders
and related parties.

Net cash used in investing activities was $54,800 for the three months
ended March 31, 2005 and $34,147 for the three months ended March 31, 2004. The
increase in cash used for investing activities was primarily due to cash spent
in program development.

Net cash used in financing activities was $2,495 for the three months
ended March 31, 2005 and net cash provided by financing activities was $40,000
for the three months ended March 31, 2004.

We had a net loss from operations of $651,112 and a negative cash flow
from operations of $960,423 for the three months ended March 31, 2005, and had a
working capital deficiency of $793,798 and an accumulated deficit of $9,646,979
as of March 31, 2005. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.

The Company will incur additional software development costs associated
with implementation and deployment of its software and additional improvements
and enhancements to its technology during the course of its business.

Although we expect the customer to reimburse costs associated with the
delivery of our software solutions, in some cases, the terms of reimbursement
may be included as part of the product per transaction fee, monthly payment, at
terms extended up to 120 days or may be included as part of the sale of the
software. With respect to our B.E.S.T.Central, B.E.S.T.Net and InsureBASE
software solutions, we expect customers to reimburse costs associated with
integration of these software solutions with the customer's current hardware
installed, software customization, deployment of architecture plans, and outside
third party consulting services provided. In addition, we expect our customers
to reimburse integration and setup fees associated with a large scale deployment
of B.E.S.T.7.5. If we exceed our current development and sales efforts of
InsureBASE, B.E.S.T.Net and B.E.S.T.Central, or if we meet our projected sales
targets of B.E.S.T. and Insure to Value, and receive anticipated funding, we
believe we will have sufficient working capital from these sales and funding to
fund operations going forward. However, if these sales are delayed or fall short
of our expectations or if we do not receive such funding, we will need to raise
additional capital to meet this shortfall. If we are not successful in raising
sufficient additional working capital, we may need to reduce operating expenses
through reductions in sales and development personnel and take other steps to
restructure our operations. Although we do not expect to incur a significant
adverse impact on sales and development of THE BLUEBOOK and estimating software
solutions, current products and services, our development of additional products
and other services would likely be adversely affected or suspended altogether
from such cost reductions.

Our primary short-term needs for capital are our product development
efforts, our sales, marketing and administrative activities, working capital
associated with increased sales of our software solutions, and capital
expenditures relating to maintaining and developing our operations. Our future
liquidity and capital requirements will depend on numerous factors, including
the extent to which our present and future software solutions gain market
acceptance, the extent to which products, solutions or technologies under
development are successfully developed, the costs and timing of expansion of
sales, marketing and manufacturing activities, the cost, the procurement and
enforcement of intellectual property rights important to our business, and the
results of competition.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Company's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to its investors.

Commitments and Contingencies

Concentration of Credit Risk

The Company's financial instruments that are exposed to concentrations of
credit risk consist principally of cash and receivables. The Company places its
cash in what it believes to be credit-worthy financial institutions. However,
cash balances have exceeded FDIC insured levels at various times during the
year. The Company has not experienced any losses in such accounts and believes
it is not exposed to any significant risk in cash. The Company's trade
receivables are due from a broad customer base and each individual receivable
amount constitutes a relatively small value.

Loan Agreement

On March 31, 2004, we entered into a loan agreement for $120,000, of which
$115,000 was outstanding as of March 31, 2005. The loan bears interest at the
rate of 10% per annum, and is due June 30, 2005. The loan is secured by the
Company's accounts receivable, tax refunds, deposit accounts, and cash and cash
equivalents. If the collateral securing the loan is insufficient, the loan is
also secured by the shares of the Company's common stock held by Mark A.
Josipovich, our Chairman of the Board, Chief Executive Officer, President, and
Treasurer. The loan requires that we comply with certain covenants, including
preserving our corporate existence, maintaining all rights and permits,
complying with all applicable laws, and maintaining our properties. The Company
was in compliance with these covenants as of May 19, 2005.

License of InsureBASE software solution

On March 7, 2005 we entered into an agreement with Homesite Insurance
Company pursuant to which we granted Homesite a non-exclusive and
non-transferable license to access via the Internet the software, information
and the user-guide of the InsureBASE software solution. Homesite agreed to pay
Bluebook a transactional fee for every completed valuation. The agreement
expressly provides that Bluebook and Homesite anticipate a minimum of 100,000
transactions annually. Accordingly, Homesite will receive a discounted
transaction fee in exchange for the two-year term of the Agreement.

Joint License & Revenue Share Agreement

On March 25, 2005 we entered into a Joint License and Revenue Share
Agreement with First American Real Estate Solutions, L.P. Under the agreement,
Bluebook will integrate its InsureBASE product with First American's detailed
property records to bring to the insurance, mortgage and real estate industries
cost effective Estimated Replacement Cost (or ERC) reports and values for single
family residences throughout the United States. First American granted Bluebook
a non-exclusive, non-transferable license during the term of the agreement to
specified software applications, valuation models, information, images and other
services to use in connection with Bluebook's InsureBASE, ERC Values, ERC
Reports and leadBASE products. Bluebook granted First American a non-exclusive,
non-transferable license during the term of the agreement to sell Bluebook's
InsureBASE, ERC Values, ERC Reports and leadBASE products. In consideration for
the rights granted under the agreement, each party must pay the greater of
either: (a) a royalty fee based on the gross revenue generated from the sales of
any of Bluebook's InsureBASE, ERC Values, ERC Reports and LeadBASE products
which utilize or incorporate First American's services; or (b) the cumulative
monthly total amount of minimum transaction fees. The agreement has an initial
term of two years from March 25, 2005 and will automatically renew for
additional successive periods of twelve months unless sooner terminated.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these Consolidated Financial Statements and related
disclosures requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities. We evaluate, on an on-going basis, our
estimates and judgments, including those related to the useful life of the
assets and deferred revenue. We base our estimates on historical experience and
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.

The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results that we report in
our Consolidated Financial Statements. The SEC considers an entity's most
critical accounting policies to be those policies that are both most important
to the portrayal of a company's financial condition and results of operations
and those that require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about matters that
are inherently uncertain at the time of estimation. We believe the following
critical accounting policies, among others, require significant judgments and
estimates used in the preparation of our Consolidated Financial Statements:

Revenue Recognition

Our revenues are from the sale of books, software, and Internet based
solutions. The book is a codification of the Company's most recent information
database. Revenue is recorded when the book is shipped.

The Company licenses its software, used in making cost estimates for
residential and light construction. Revenue from the sale of software licenses
is amortized over the estimated time period until the next new version is
available. Sales prices and the amortization period of new sales revenues
decrease during the software's life cycle. At March 31, 2005, the Company has
determined the life cycle of its current version is nearing completion and a new
version will be introduced in 2005. Revenues from these outstanding licenses
will be amortized over the next 6 months for older licenses. For licenses sold
during the year, the revenue will be amortized over the life of the older
product and the life of the new product, as substantial amounts of the purchase
price will be applied to a license for the new product. When the Company
discontinues the support of a version it requires a new license fee to be paid
to obtain the latest version of the software and of their database and any
updates.

The original license fee for a version includes a maintenance fee for the
first year. Maintenance includes updates to the database and updates of the
software. Based on the Company estimates of the relative fair value of the
software and maintenance included in the license, including the related cost of
software updates and database maintenance, we have estimated between 20% to 25%
of the first year's license fee is allocated to the maintenance contract and
amortized over the 12 months. Purchasers of the software license can buy
maintenance and update fees for the second and future years for a fee, as
determined yearly by the Company for single users and on a negotiated basis for
multi users. Generally this fee is between 20%-25% of the original license fee
and is amortized over the maintenance period, usually one year.

Our other products are Internet based services, and prices are determined
on a case-by-case basis. This revenue is recorded for the services as rendered.

Program Development Costs

Program development costs consist of costs to refine and test software
masters, user documentation and training manuals for software products to be
sold. These development costs encompass most of our products but the most
significant costs unamortized at March 31, 2005 are for new Internet based
products. Our design costs have been expensed. We hired outside consultants to
do much of the coding and testing in the products development. Capitalized
costs, however, include only (1) external direct costs of material and services
to test and refine the software masters, and (2) payroll and payroll-related
costs for employees who are directly associated with and who devote time to the
completion of the projects coding, testing and preparation of user information.
Capitalization of such costs ceases no later than the point at which the project
is available for general release to customers. We expect to begin amortizing the
new products in 2005. For the quarter ending March 31, 2005, we expensed all
development as improvements to existing technology.

Product development cost are amortized using the straight-line method over
the expected life of the product (which ranges from three to five years) we
believe this method will best reflect the matching of amortization with
revenues. Reliable estimates of total revenue have not been made. However, we
expect to determine a more reliable estimate of revenue as sales begin and will
use the greater of the straight-line method or the estimated sales method for
amortization.

Research and development costs and other computer software maintenance and
improvement costs related to software development are expensed as incurred.

The carrying value of software and program development costs is reviewed
regularly to determine if there has been an impairment loss that needs to be
recognized.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
Based Payment" ("SFAS 123R"), a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS 123R supercedes Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", and amends SFAS No.
95, "Statement of Cash Flows". SFAS 123R requires that the Company measure the
cost of employee services received in exchange for equity awards based on the
grant date fair value of the awards. The cost will be recognized as compensation
expense over the vesting period of the awards. The Company is required to adopt
SFAS 123R no later than the beginning of the third quarter of 2005. Under this
method, the Company will begin recognizing compensation cost for equity-based
compensation for all new or modified grants after the date of adoption. In
addition, the Company will recognize the unvested portion of the grant date fair
value of awards issued prior to adoption based on the fair values previously
calculated for disclosure purposes over the remaining vesting period of the
outstanding options and warrants. The Company is currently evaluating the
potential effect that the adoption of SFAS 123R will have on the Company's
financial statement presentation and disclosures.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment to APB Opinion No. 29" ("SFAS 153"). SFAS 153 amends
Accounting Principles Board Opinion No. 29, "Accounting for Non-monetary
Transactions ", to require that exchanges of non-monetary assets be measured and
accounted for at fair value, rather than at carryover basis, of the assets
exchanged. Non-monetary exchanges that lack commercial substance are exempt from
this requirement. SFAS 153 is effective for non-monetary exchanges entered into
in fiscal periods beginning after June 15, 2005. We do not routinely enter into
non-monetary exchanges. Accordingly, we do not expect that the adoption of SFAS
153 will have a significant effect on our financial statement presentation or
disclosures.

Item 3. Controls and Procedures.

As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and principal financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities
Exchange Act of 1934). Based upon this evaluation, our chief executive officer
and principal financial officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms. There was no change in our internal controls or in
other factors that could affect these controls during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

We are not currently a party to, nor are any of our properties currently
the subject of, any pending legal proceeding. None of our directors, officers or
affiliates is involved in a proceeding adverse to our business or has a material
interest adverse to our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

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

10.1 Web Services Agreement entered into on March 7, 2005 by and between
The Bluebook International, Inc. and Homesite Insurance Company
(Incorporated by reference to the Company's Form 8-K/A filed with
the Securities and Exchange Commission on April 1, 2005).

10.2 Joint License & Revenue Share Agreement effective March 25, 2005
between First American Real Estate Solutions, L.P. and The Bluebook
International, Inc. (Incorporated by reference to the Company's Form
8-K filed with the Securities and Exchange Commission on March 31,
2005).

31.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code, promulgated pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

THE BLUEBOOK INTERNATIONAL HOLDING COMPANY

Dated: May 23, 2005 By: /s/ Mark A. Josipovich
-----------------------------------
Mark A. Josipovich
President, Chief Executive Officer,
Principal Financial Officer, Principal
Accounting Officer, Treasurer and
Chairman of the Board of Directors