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

                           FORM 10-KSB

  (Mark One)
     [X]  Annual Report Pursuant to Section 13 or 15(d) of The
  Securities Exchange Act of 1934

           For the Fiscal Year Ended December 31, 2001

          Transition Report Pursuant to Section 13 or 15(d) of The
  Securities Exchange Act of 1934


                  Commission File Number   0-24633


                      RAKO CAPITAL CORPORATION
           (Name of small business issuer in its charter)


            Nevada                               91-0853320
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)


      56 W. 400 S. Ste. 220
      Salt Lake City, Utah                         84101
(Address of principal executive offices)         (Zip Code)


Issuer's telephone no.:  (801) 322-3401


Securities registered pursuant to Section 12(b) of the Exchange
Act:   None

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

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

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   [ ]

     State the issuer's revenues for its most recent fiscal year.
 $ -0-

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference  to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days.    $ 0

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

              Class                  Outstanding as of December 31, 2001
   Common Stock, $.001 Par Value                2,525,030

               DOCUMENTS INCORPORATED BY REFERENCE
                               NONE
Transitional Small Business Disclosure Format.   Yes     No [X]



                     RAKO CAPITAL CORPORATION

                        TABLE OF CONTENTS
                                                                 Page
                              PART I

Item 1.   Description of Business  . . . . . . . . . . . . . . . 3

Item 2.   Description of Property. . . . . . . . . . . . . . . .10

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . .10

Item 4.   Submission of Matter to a Vote of Security
          Holders. . . . . . . . . . . . . . . . . . . . . . . .10

                             PART II

Item 5.   Market for Common Equity and Related
          Stockholder Matters. . . . . . . . . . . . . . . . . .10

Item 6.   Management's Discussion and Analysis or
          Plan of Operation. . . . . . . . . . . . . . . . . . .12

Item 7.   Financial Statements . . . . . . . . . . . . . . . . .15

          Item 8.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure . . . . . . . .24

                             PART III

Item 9.   Directors, Executive Officers, Promoters and
          Control persons; Compliance with
          Section 16(a) of the Exchange Act. . . . . . . . . . .24

Item 10.  Executive Compensation . . . . . . . . . . . . . . . .27

Item 11.  Security Ownership of Certain Beneficial
          Owners and Management. . . . . . . . . . . . . . . . .27

Item 12.  Certain Relationships and Related
          Transactions . . . . . . . . . . . . . . . . . . . . .28

Item 13.  Exhibits and Reports on Form 8-K . . . . . . . . . . .28

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . .29



                              PART I

Item 1.  Description of Business

Business Development

    Rako Corporation (the "Company"), a development stage company,
was organized on October 10, 1968, under the laws of the State of
Idaho as Bell Silver Mining and Milling Corporation, having the
stated purpose of engaging in various oil and mining activities.
The Company engaged in limited oil and mining operations and, from
the time of its inception, the Company has undergone several name
changes and business changes.

    On May 3, 1969, the Company changed its name to Silver Strike
Mining Co., Inc.  In 1973, the Company entered into a Merger
Agreement with Best Corporation, a Montana corporation ("Best"),
whereby Best was merged with and into the Company with the Company
being the surviving corporate entity.  In connection with the
merger with Best, the Company changed its name to Rako Corporation,
evidenced by the Certificate of Amendment filed with the State of
Idaho on May 17, 1973.  Although the Company did perform some
mining activities, it was inactive from approximately 1986 to
April 1996.

    On April 4, 1996, the Company entered into a Letter of Intent
whereby it was proposed that the Company would acquire all the
issued and outstanding shares of Spencer Entertainment, Inc., a
Nevada corporation ("Spencer"), in exchange for the issuance of
shares of the Company's common stock representing a controlling
interest in the Company.  A special meeting of shareholders was
called for May 9, 1996.  At that meeting, the proposal to acquire
Spencer was voted on and approved in addition to various other
proposals including the election of a new Board of Directors
consisting of nominees of Spencer, the one (1) share for three (3)
shares reverse stock split, the change of the corporate name to
Spencer Entertainment, Inc. and the change of capitalization to
50,000,000 shares of common stock authorized with a par value of
$0.001 and 20,000,000 shares of preferred stock authorized.
Following the special meeting, the Company changed its name to
Spencer Entertainment, Inc. on May 15, 1996.

    At the time of the acquisition of Spencer, the Company
intended to become engaged in the film and entertainment business,
specializing in co-production and foreign distribution of high
quality films as well as obtaining video merchandising and music
rights connected with the films with which it became involved.
However, the new principals and directors of the Company were
unable to facilitate the business plan of Spencer and secure
adequate funding.  Thus, on November 22, 1996, the Company
finalized a Rescission Agreement with Spencer whereby the
Acquisition Agreement was rescinded and the 3,150,000 shares of the
Company's common stock issued in connection with the Acquisition
Agreement, were returned to the Company and canceled.  From May 9,
1996 to November 22, 1996, the Company did not engage in any
material business operations.  In connection with the Rescission
Agreement, the Company's directors that were nominated by Spencer
were replaced by those persons who were directors of the Company
immediately prior to the Acquisition Agreement.  On March 17, 1998,
the Company held a special meeting of shareholders, at which
meeting the shareholders ratified the rescission of the Acquisition
Agreement with Spencer, approved the proposal to change the
Company's name to Rako Corporation and approved the proposal to
effect the two (2) shares for one (1) share forward stock split of
the Company's issued and outstanding common stock.

    On May 3, 2001 the Company held its annual meeting of the
shareholders.  At the meeting the shareholders voted to replace
the existing Board of Directors with two new Directors and change
the corporate domicile of the Company from the State of Idaho to the
State of Nevada.

    On July 19, 2001, the Company filed articles of merger between
Rako Corporation (an Idaho corporation) and Rako Capital Corporation
(a Nevada corporation).  The surviving entity, Rako Capital Corporation
(a Nevada corporation) acquired all outstanding owner's interests of
Rako Corporation (an Idaho corporation).  As a result of the merger
the Idaho corporation was dissolved, the name of the Company became
Rako Capital Corporation, the preferred stock was eliminated and the
capitalization became 70,000,000 shares of non-assessable common stock
authorized with a par value of $0.001.

    Since November 1996, the Company has been active in seeking
potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.  The Company is
considered a development stage company.  Its principal purpose is
to locate and consummate a merger or acquisition with a private
entity.  Because of the Company's current status having no assets
and no recent operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's current shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.

    Under the Securities Exchange Act of 1934, as amended
("Exchange Act"), the Company is obligated to file with the
Securities and Exchange Commission (the "Commission") certain
interim and periodic reports including an annual report containing
audited financial statements.  The Company intends to continue to
voluntarily file its periodic reports under the Exchange Act in the
event its obligation to file such reports is suspended under
applicable provisions of the Exchange Act. The Company files its
reports with the Commission electronically.  The Commission maintains
Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically.
The address of that site is (http://www.sec.gov.).

    Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition.  Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception.  This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.

The Company's principal executive offices are located at 56 West, 400
South, Suite 220, Salt Lake City, UT 84101, and its telephone number
is (801) 322-3401.

Business of Issuer

    The Company has no recent operating history and no
representation is made, nor is any intended, that the Company will
be able to carry on future business activities successfully.
Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to
the Company.

    Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities.  The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.

Sources of Business Opportunities

    Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals.  Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations.  Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger.  To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Company management has in the past
consulted with Williams Investment Co. ("Williams"), a consulting
company located in Salt Lake City, Utah.  Because there is no
agreement or understanding with Williams, the Company may use other
consultants if it so elects.  However, due to its past experience,
the Company may use the consulting and advisory services of
Williams.  Presently, no final decision has been made nor is
management in a position to identify any future prospective
consultants for the Company.

    If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations.  Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.

    The Company does not intend to limit its search to any
specific kind of industry or business.  The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development.  Management cannot predict
at this time the status or nature of any venture in which the
Company may participate.  A potential venture might need additional
capital or merely desire to have its shares publicly traded.  The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.

Evaluation

    Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
further investigation is necessary.  Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them.  Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities.  However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.

    In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.

    Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity.  There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully.  Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.

Form of Potential Acquisition or Merger

    Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity.  Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen.  The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation.  The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.

    Because of the Company's current situation, having no assets
and no recent operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's present shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.  Most likely, the owners of the
business opportunity which the Company acquires or mergers with
will acquire control of the Company following such transaction.
Management has not established any guidelines as to the amount of
control it will offer to prospective business opportunities, rather
management will attempt to negotiate the best possible agreement
for the benefit of the Company's shareholders.

    Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds.  As of the date
hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any
capital.  In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities.  These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operation.  Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender.  Management will attempt to acquire
funds on the best available terms for the Company.  However, there
can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms reasonable or acceptable to the
Company.  Although not presently anticipated, there is a remote
possibility that the Company could sell securities to its
management or affiliates.

    In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity.  Presently, management has no plans to seek
or actively negotiate such terms.  However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement.  Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.

    In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction.  The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder.  Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid.  It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result.  If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity.  Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.

    Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders.  Management does not anticipate that the Company will
acquire or merge with any related entity.  Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.

Rights of Shareholders

    It is presently anticipated by management that prior to
consummating a possible acquisition, merger, or other business
combination the Company, if required by relevant state laws and
regulations, will seek to have the transaction ratified by
shareholders in the appropriate manner.  However, the Board of
Directors will have the discretion to consummate a business
combination without shareholder approval if permissible under the
laws of the State of Nevada and the laws of the state in which the
other entity resides.  Regardless of whether an action is ratified
by the Board or by the shareholders, the Board will provide to its
shareholders complete disclosure documentation concerning a
potential target business opportunity including the appropriate
audited financial statements of the target.  This information will
be disseminated by proxy statement in the event a shareholders'
meeting is held, or by subsequent report to the shareholders if the
action is taken by the Board.

Competition

    Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition.  The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates.  The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.

Employees

    As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business.  The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities

    The Company is currently utilizing office space located at 56 W.
400 S., Salt Lake City, Utah.  Although the Company has no written
agreement  and  pays no rent for the use of this facility, it is
contemplated that at such future time as the Company acquires or
merges with an operating business, the Company will secure commercial
office space from which it will conduct its business.  The Company
has no current plans to secure such commercial office space.

Industry Segments

    No information is presented regarding industry segments.  The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity.  Reference is made to the statements of
income included herein in response to Item 7 of this Form 10-KSB
for a report of the Company's operating history for the past two
fiscal years.

Item 2.  Description of Property

    The Company is currently utilizing office space located at 56 W.
400 S., Salt Lake City, Utah.  Although the Company has no written
agreement and pays no rent for the use of this facility, it is
contemplated that at such future time as the Company acquires or
merges with an operating business, the Company will secure commercial
office space from which it will conduct its business.  However,
until such time as the Company completes an acquisition or merger,
the type of business in which the Company will be engaged and the
type of office and other facilities that will be required is unknown.
The Company has no current plans to secure such commercial office
space.

Item 3.  Legal Proceedings

    The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened.

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

    No matters were submitted to a vote of the Company's
securities holders during the fourth quarter of the Company's
fiscal year ending December 31, 2000.


                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    The Company has made an application to have its Common Stock
traded in the over-the-counter market and quotations are published
on the OTC Bulletin Board. Its application has been finalized and a
trading symbol has been assigned to the Company.  It's trading
symbol is RKOC.

    Inclusion on the OTC Bulletin Board permits price quotations
for the Company's shares to be published by such service.  The
Company is not aware of any established trading market for its
common stock nor is there any record of any reported trades in the
public market in recent years.  The Company does not expect its
shares to be traded actively in the public market until such time
as a merger or acquisition can be consummated.  Except for the
application to the OTC Bulletin Board, there are no plans,
proposals, arrangements or understandings with any person
concerning the development of a trading market in any of the
Company's securities.  The Company's common stock last traded in a
public market as Silver Strike Mining Co., Inc. during the 1970s.
Because no current trading market has been established for the
Company's securities, no trading history is presented herein.

    As of December 31, 2001 the Company had issued and outstanding
2,525,030 shares of Common Stock and there were approximately 93
shareholders of record, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers.

    The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state.  A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state.  Presently, the Company has no plans to
register its securities in any particular state.  Further, most
likely the Company's  shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule.  Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

    The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions.  Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission.  If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.

    For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase.  Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market.  A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities.  Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell
their shares.

Recent Sales of Unregistered Securities

    On May 9, 1996, the Company issued a total of 3,150,000 shares
of its authorized, but previously unissued common stock to the
shareholders and designees of Spencer Entertainment, Inc, in
connection with the acquisition of Spencer.  This issuance was not
registered with the Commission because it was believed to be exempt
form the registration requirements of the Act under Section 4(2) of
the Act.  Upon the rescission of the acquisition, all 3,150,000
shares were returned to the Company and canceled.

    On May 3, 2001 the shareholders of the Company approved the
issuance of 1,500,000 shares of its authorized, but previously
unissued common stock to H. Deworth Williams.  The shares were
issued to Mr. Williams as compensation for expenses he has paid
on behalf of the Company in the amount of $2,725.00.  This
issuance was not registered with the Commission because it was
believed to be exempt form the registration requirements of the
Act under Section 4(2) of the Act.

Dividend Policy

    The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings to finance its operations.

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

    The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.

    The Company is considered a development stage company with no
assets or capital and with no significant operations or income
since approximately 1986.  It is anticipated that the Company will
require only nominal capital to maintain the corporate viability
of the Company and necessary funds will most likely be provided
by the Company's officers and directors in the immediate future.
However, unless the Company is able to facilitate an acquisition
of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about
its ability to continue as a going concern.

    In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger.  At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.

Plan of Operation

    During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures.  In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above.  Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made.  Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible.  Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration.  However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds.  As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital.  In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities.  Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender.  There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.

    The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis.  Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.

Net Operating Loss

    The Company has accumulated approximately $13,800 of net
operating loss carryforwards as of December 31, 2000, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards.  The
carry-forwards expire in the year 2021.  In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used.  No tax benefit has been reported in the financial
statements for the year ended December 31, 2000 because there is a
50% or greater chance that the carryforward will not be used.
Accordingly, the potential tax benefit of the loss carryforward is
offset by a valuation allowance of the same amount.

Forward-Looking and Cautionary Statements

    Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following:  the ability of the Company to
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange
Commission.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board, or FASB,
issued Statement of Financial Accounting Standards (SFAS) 133,
Accounting for Derivative Instruments and Hedging Activities.  The
new standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  It
requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Accounting for
changes in the values of those derivatives depends on the intended
use of the derivatives and whether they qualify for hedge accounting.
SFAS 133, as amended by SFAS 137 and SFAS 138, was adopted as of
April 1, 2001.  Management believes the adoption of this statement
will have no material impact on the Company's financial statements.

    In June 2001, the FASB issued SFAS 141, Business Combinations,
and SFAS 142, Goodwill and Other Intangible Assets. SFAS 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 as well as all purchase
method business combinations completed after June 30, 2001.  SFAS 141
also specifies criteria intangible assets acquired in a purchase
method business combination must meet to be recognized and reported
apart from goodwill, noting that any purchase price allocatable
to an assembled workforce may not be accounted for separately.  SFAS
142 requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of SFAS 142. SFAS 142 also
requires that intangible assets with estimatable useful lives be
amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of.  The adoption of SFAS 141
and 142 has not affected the Company's financial statements.

    On August 16, 2001, the FASB issued SFAS No. 143, Accounting for
Asset Retirement Obligations, which is effective for fiscal years
beginning after June 15, 2002. It requires that obligations
associated with the retirement of a tangible long-lived asset be
recorded as a liability when those obligations are incurred, with
the amount of the liability initially measured at fair value.  Upon
initially recognizing an accrued retirement obligation, an entity
must capitalize the cost by recognizing an increase in the carrying
amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement
of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. Although
management has not completed the process of determining the effect of
this new accounting pronouncement, it currently expects that the
effect of SFAS No. 143 on the financial statements, when it becomes
effective, will not be significant.

    In October 2001, the FASB issued SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses
financial accounting and reporting for the impairment or disposal
of long-lived assets. Although SFAS 144 supersedes SFAS 121, it
retains many of the fundamental provisions of SFAS 121.  SFAS 144
also supersedes the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, Reporting-the Results of
Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business.
However, it retains the requirement in APB 30 to report separately
discontinued operations and extends that reporting to a component
of an entity that either has been disposed of, by sale, abandonment,
or in a distribution to owners, or is classified as held for sale.
SFAS 144 is effective for fiscal years beginning after December 15,
2001 and interim periods within those fiscal years.  Management
believes the adoption of SFAS 144 will not have a significant effect
the Company's financial statements.

Item 7.  Financial Statements

    The Company's financial statements as of and for the fiscal
years ended December 31, 2001 and 2000 have all been examined to
the extent indicated in their report by HJ and Associates, LLC,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission.  The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.

                         RAKO CAPITAL CORPORATION
                      (A Development Stage Company)

                          FINANCIAL STATEMENTS

                           December 31, 2001



                             C O N T E N T S


Independent Auditors Report                                              3

Balance Sheet                                                            4

Statements of Operations                                                 5

Statements of Stockholders' Equity (Deficit)                             6

Statements of Cash Flows                                                 8

Notes to the Financial Statements                                       10




                         INDEPENDENT AUDITORS REPORT

To the Board of Directors
Rako Capital Corporation
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Rako Capital Corporation (a
development stage company) as of December 31, 2001 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years
ended December 31, 2001 and 2000, and from inception on October 9, 1968
through December 31, 2001.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rako Capital Corporation (a
development stage company) as of December 31, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000
and from inception on October 9, 1968 through December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about
its ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 3.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
February 14, 2002



<table>

                         RAKO CAPITAL CORPORATION
                       (A Development Stage Company)
                               Balance Sheet


                                  ASSETS
                                  ------
                                                             December 31,
                                                                  2001
                                                             ------------

                                                         <c>
CURRENT ASSETS

  Cash                                                        $       -
                                                             ------------

    Total Current Assets                                              -
                                                             ------------
    TOTAL ASSETS                                              $       -
                                                             ============

                   LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
                   ---------------------------------------------

CURRENT LIABILITIES

  Accounts payable                                            $    1,470
                                                              ------------
    Total Current Liabilities                                      1,470
                                                              ------------
    TOTAL LIABILITIES                                              1,470
                                                              ------------

STOCKHOLDERS EQUITY (DEFICIT)

  Common stock at $0.001 par value; authorized 70,000,000 common
   shares; 2,525,030 common shares issued and outstanding          2,525
  Additional paid-in capital                                     100,358
  Deficit accumulated during the development stage              (104,353)
                                                              ------------

    Total Stockholders' Equity (Deficit)                          (1,470)
                                                              ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $        -
                                                              =============
</table>


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



                          RAKO CAPITAL CORPORATION
                        (A Development Stage Company)
                            Statements of Operations

<table>
                                                                   From
                                                                Inception on
                                                                 October 9,
                                      For the Years Ended       1968 Through
                                          December 31,          December 31,
                                        2001          2000          2001
                                    ------------  ------------  ------------

                                <c>           <c>           <c>
REVENUE                             $         -   $         -   $         -

EXPENSES                                  4,803         2,971       104,353
                                    ------------  ------------  ------------
NET LOSS                            $    (4,803)  $    (2,971)  $  (104,353)
                                    ============  ============  ============
BASIC LOSS PER SHARE                $     (0.00)  $     (0.00)
                                    ============  ============

</table>


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



                          RAKO CAPITAL CORPORATION
                        (A Development Stage Company)
                 Statements of Stockholders' Equity (Deficit)
         From Inception on October 9, 1968 Through December 31, 2001
<table>

                                                                               Deficit
                                                                             Accumulated
                                                               Additional     During the
                                           Common Stock          Paid-in     Development
                                        Shares       Amount      Capital        Stage
                                       ---------    ---------    ---------    ---------

                                    <c>         <c>          <c>          <c>
Inception on October 9, 1968                   -    $       -    $       -    $       -

Common stock issued for mining claims
  recorded at predecessor cost of
  $0.00 per share                        400,000          400         (400)           -

Common stock issued for services
  at $0.15 per share                     400,000          400       59,600            -

Common stock issued for cash
  at $0.45 per share                      14,734           15        6,615            -

Costs associated with stock offering           -            -         (994)           -

Common stock issued for mining claims
  recorded at predecessor cost of
  $0.075 per share                       333,334          333       24,667            -

Net loss for the period from inception
  on October 9, 1968 through
  December 31, 1995                            -            -            -      (90,636)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 1995             1,148,068        1,148       89,488      (90,636)

Cancellation of common stock            (123,024)        (123)         123            -

Fractional shares adjustment                 (14)           -            -            -

Capital contributed for payment of
  expenses                                     -            -        2,461            -

Net loss for the year ended
  December 31, 1996                            -            -            -       (2,461)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 1996             1,025,030        1,025       92,072      (93,097)

Net loss for the year ended
  December 31, 1997                            -            -            -            -
                                       ---------    ---------    ---------    ---------
Balance, December 31, 1997             1,025,030        1,025       92,072      (93,097)

Capital contributed for payment of
  expenses                                     -            -        1,574            -

Net loss for the year ended
  December 31, 1998                            -            -            -       (1,574)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 1998             1,025,030    $   1,025    $  93,646    $ (94,671)
                                       ---------    ---------    ---------    ---------

</table>


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



                           RAKO CAPITAL CORPORATION
                        (A Development Stage Company)
                 Statements of Stockholders' Equity (Deficit)
         From Inception on October 9, 1968 Through December 31, 2001

<table>
                                                                               Deficit
                                                                             Accumulated
                                                               Additional     During the
                                           Common Stock          Paid-in     Development
                                        Shares       Amount      Capital        Stage
                                       ---------    ---------    ---------    ---------

                                    <c>         <c>          <c>          <c>
Balance, December 31, 1998             1,025,030    $   1,025    $  93,646    $ (94,671)

Capital contributed for payment of
  expenses                                     -            -        1,820            -

Net loss for the year ended
  December 31, 1999                            -            -            -       (1,908)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 1999             1,025,030        1,025       95,466      (96,579)

Capital contributed for payment of
  expenses                                     -            -        2,721            -

Net loss for the year ended
  December 31, 2000                            -            -            -       (2,971)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 2000             1,025,030        1,025       98,187      (99,550)

Common stock issued to related party
  for conversion of debt at $0.0018
  per share on May 31, 2001            1,500,000        1,500        1,225            -

Capital contributed for payment of
  expenses                                     -            -          946            -

Net loss for the year ended
  December 31, 2001                            -            -            -       (4,803)
                                       ---------    ---------    ---------    ---------
Balance, December 31, 2001             2,525,030    $   2,525    $ 100,358    $ (104,353)
                                       =========    =========    =========    =========

</table>


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



                             RAKO CAPITAL CORPORATION
                           (A Development Stage Company)
                               Statements of Cash Flows
<table>
                                                                             From
                                                                         Inception on
                                                                          October 9,
                                               For the Years Ended       1968 Through
                                                   December 31,          December 31,
                                                 2001          2000          2001
                                             ------------  ------------  ------------

                                         <c>          <c>           <c>
CASH FLOWS FROM
  OPERATING ACTIVITIES

  Net loss                                   $     (4,803) $     (2,971) $   (104,353)
  Adjustments to reconcile net loss to
    net cash (used) by operating activities:
    Stock issued for services                           -             -        60,000
    Changes in operating liabilities                    -             -             -
    Increase in accounts payable                    1,132           250        26,470
                                             ------------  ------------  ------------

      Net Cash (Used) by Operating
       Activities                                  (3,671)       (2,721)      (17,883)
                                             ------------  ------------  ------------

CASH FLOWS FROM
  INVESTING ACTIVITIES                                  -             -             -
                                             ------------  ------------  ------------

CASH FLOWS FROM
  FINANCING ACTIVITIES

  Issuance of common stock for cash                     -             -         5,636
  Increase in accounts payable-related party        2,725             -         2,725
  Expenses paid on Company's behalf                   946         2,721         9,522
                                             ------------  ------------  ------------

      Net Cash Provided by
       Financing Activities                         3,671         2,721        17,883
                                             ------------  ------------  ------------

INCREASE (DECREASE) IN CASH                             -             -             -

CASH AT BEGINNING OF PERIOD                             -             -             -
                                             ------------  ------------  ------------

CASH AT END OF PERIOD                        $          -  $          -  $          -
                                             ============  ============  ============
Cash Paid For:

  Interest                                   $          -  $          -  $          -
  Income taxes                               $          -  $          -  $          -

SUPPLEMENTAL SCHEDULE OF
NON-CASH FINANCING ACTIVITIES

  Common stock issued for services           $          -  $          -  $     60,000
  Common stock issued for mining claims      $          -  $          -  $     25,000
  Common stock issued for conversion
  of debt-related party                      $      2,725  $          -  $      2,725
</table>

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



                          RAKO CAPITAL CORPORATION
                         (A Development Stage Company)
                        Notes to the Financial Statements
                          December 31, 2001 and 2000


NOTE 1 -  ORGANIZATION AND DESCRIPTION OF BUSINESS

         On October 9, 1968, Bell Silver Mining and Milling Corporation was
         incorporated under the Laws of Idaho with the purpose of developing
         mining claims.  On the date of incorporation, 10,000,000 shares of
         $0.10 par value common stock were authorized.

         On March 3, 1969, Bell Silver Mining and Milling Corporation changed
         its name to Silver Strike Mining Co. Inc.  The number of shares of
         common stock authorized was changed from 10,000,000 shares of $0.10
         par value common stock to 5,000,000 shares of $0.10 par value common
         stock.

         On May 17, 1973, Silver Strike Mining and Milling Co. Inc, changed
         its name to Rako Capital Corporation.

         On March 25, 1996, the Articles of Incorporation were amended to
         change the par value of the common stock to $0.005 and the number of
         authorized shares to 100,000,000.

         On May 15, 1996, the Articles of Incorporation were amended to change
         the par value of the common stock to $0.001 and the number of
         authorized shares to 50,000,000 common and 20,000,000 preferred.

         On June 21, 2001, the Company formed a corporation in Nevada with the
         intent to move its domicile to Nevada.  On July 19, 2001, the Company
         implemented its change of domicile to Nevada by filing Articles of
         Merger between the Idaho and Nevada Corporations.  As a result, the
         Idaho Corporation was dissolved.


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Accounting Method

         The Company's financial statements are prepared using the accrual
         method of accounting.  The Company has elected a calendar year end.

         b.  Basic Loss Per Common Share

         Basic loss per common share has been calculated based on the weighted
         average number of shares of common stock outstanding during the
         period.

                                                           December 31,
                                                       2001            2000
                                                    ----------      ----------
         Numerator - loss                           $   (4,803)     $   (2,971)
Numerator - loss  $  (4,803  )  $  (2,971)
         Denominator - weighted average number of
           shares outstanding                        1,999,003       1,025,030
                                                    ----------      ----------

         Loss per share                             $    (0.00)     $    (0.00)
                                                    ==========      ==========



                          RAKO CAPITAL CORPORATION
                        (A Development Stage Company)
                      Notes to the Financial Statements
                         December 31, 2001 and 2000


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         c.  Provision for Taxes

         At December 31, 2001, the Company had a net operating loss carry
         forwards of approximately $13,800  that may be offset against future
         taxable income through 2021.  No tax benefit has been reported in the
         financial statements because the Company believes there is a 50% or
         greater chance the carry forwards will expire unused.  Accordingly,
         the potential tax benefits of the loss carry forwards are offset by a
         valuation account of the same amount.

         The income tax benefit differs from the amount computed at federal
         statutory rates of approximately 38% as follows:

                                                  For the Years Ended
                                                      December 31,
                                                  2001            2000
                                               ----------      ----------
         Income tax benefit at statutory rate  $    1,824      $    1,129
         Change in valuation allowance             (1,824)         (1,129)

                                               $        -      $        -
                                               ==========      ==========

         Deferred tax assets (liabilities) are comprised of the following:

                                                  For the Years Ended
                                                      December 31,
                                                  2001            2000
                                               ----------      ----------

         Income tax benefit at statutory rate  $    5,244      $    3,420
         Change in valuation allowance             (5,244)         (3,420)
                                               ----------      ----------
                                               $        -      $        -
                                               ==========      ==========

         Due to the change in ownership provisions of the Tax Reform Act of
         1986, net operating loss carry forwards for Federal income tax
         reporting purposes are subject to annual limitations.  Should a
         change in ownership occur, net operating loss carry forwards may be
         limited as to use in future years.

         d.  Use of Accounting Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principals requires management to make certain
         estimates and assumptions that affect the amounts reported in the
         financial statements and accompanying notes.  Actual results could
         differ from those estimates.



                         RAKO CAPITAL CORPORATION
                      (A Development Stage Company)
                    Notes to the Financial Statements
                        December 31, 2001 and 2000


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         e. Cash Equivalents

         The Company considers all highly liquid investments with a maturity
         of three months or less when purchased to be cash equivalents.

         f. Recent Accounting Pronouncements

         SFAS No.'s 141 and 142 - In June 2001, the Financial Accounting
         Standards Board (FASB) adopted Statement of Financial Accounting
         Standards SFAS No. 141 is effective as to any business combination
         occurring after June 30, 2001 and certain transition provisions that
         affect accounting for business combinations prior to June 30, 2001
         are effective as of the date that SFAS No.142 is applied in its
         entirety, which was September 30, 2001.

         SFAS No. 141 provides standards for accounting for business
         combinations.  Among other things, it requires that only the purchase
         method of accounting be used and that certain intangible assets
         acquired in a business combination (i.e. those that result from
         contractual or other legal rights or are separable) be recorded as an
         asset apart from goodwill.  The transition provisions require that an
         assessment be made of previous business combinations and, if
         appropriate, reclassifications be made to or from goodwill to adjust
         the recording of intangible assets such that the criteria for
         recording intangible assets apart from goodwill is applied to the
         previous business combinations The adoption of this principle had no
         material effect on the company's financial statements.

         SFAS No. 142 provides, among other things, that goodwill and
         intangible assets with indeterminate lives shall not be amortized.
         Goodwill shall be assigned to a reporting unit and annually assessed
         for impairment.  Intangible assets with determinate lives shall be
         amortized over their estimated useful lives, with the useful lives
         reassessed continuously, and shall be assessed for impairment under
         the provisions of SFAS No. 121, Accounting for the Impairment of
         Long-Lived Assets to be Disposed of  Goodwill is also assessed for
         impairment on an interim basis when events and circumstances warrant.
         Upon adoption of SFAS No. 142,"the Company will assess whether an
         impairment loss should be recognized and measured by comparing the
         fair value of the Areporting unit". to the carrying value, including
         goodwill.  If the carrying value exceeds fair value, then the Company
         will compare the implied fair value of the goodwill (as defined in
         SFAS No. 142) to the carrying amount of the goodwill.  If the
         carrying amount of the goodwill exceeds the implied fair value, then
         the goodwill be adjusted to the implied fair value.



                             RAKO CAPITAL CORPORATION
                            (A Development Stage Company)
                           Notes to the Financial Statements
                             December 31, 2001 and 2000


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         f. Recent Accounting Pronouncements (Continued)

         SFAS No. 143 --  On August 16, 2001, the FASB issued SFAS No. 143,
         "Accounting for Asset Retirement Obligations," which is effective for
         fiscal years beginning after June 15, 2002.  It requires that
         obligations associated with the retirement of a tangible long-lived
         asset be recorded as a liability when those obligations are incurred,
         with the amount of the liability initially measured at fair value.
         Upon initially recognizing for an accrued retirement obligation, an
         entity must capitalize the cost by recognizing an increase in the
         carrying amount of the related long-lived asset.  Over time, the
         liability is accreted to its present value each period, and the
         capitalized cost is depreciated over the useful life of the related
         asset.  Upon settlement of the liability, an entity either settles
         the obligation for its recorded amount or incurs a gain o loss upon
         settlement.

         While the Company has not completed the process of determining the
         effect of this new accounting pronouncement on its consolidated
         financial statements, the Company currently expects that the effect
         of SFAS No. 143 on the Company's financial statements, when it
         becomes effective, will not be significant.

NOTE 3 -  GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business.  The Company has not established
         revenues sufficient to cover its operating costs and allow it to
         continue as a going concern.  The Company is seeking a merger with an
         existing, operating Company. Currently management has committed to
         covering all operating and other costs until a merger is completed.

 NOTE 4 -   STOCK TRANSACTIONS

         On October 10, 1968, the Board of Directors issued 400,000 shares of
         common stock for mining claims received from the founder of the
         Company.  The claims were recorded at predecessor cost of $-0-.

         On October 10, 1968, the Board of Directors issued 400,000 shares of
         common stock for services rendered during the organization of the
         Company.

         On October 28, 1969, the Board of Directors initiated a public
         offering in which 14,734 shares of common stock were sold at a gross
         price of $0.45 per share.

         On September 13, 1984, the Board of Directors issued 333,334 shares
         of common stock for mining claims which were recorded at predecessor
         cost of $0.075 per share.



                        RAKO CAPITAL CORPORATION
                      (A Development Stage Company)
                     Notes to the Financial Statements
                        December 31, 2001 and 2000


NOTE 4 -  STOCK TRANSACTIONS (Continued)

         On April 10, 1996, the Company canceled 123,024 shares of common
         stock.

         On May 15, 1996, the shareholders effected a 1-for-3 reverse stock
         split of all the issued and outstanding common stock.

         On March 17, 1998, the shareholders effected a 2-for-1 forward stock
         split of all the issued and outstanding common stock.

         The accompanying financial statements reflect the stock splits on a
         retroactive basis.

NOTE 5 -  FAILED ACQUISITION

         On May 9, 1996, the shareholders voted to acquire all of the issued
         and outstanding shares of Spencer Entertainment, Inc., a Nevada
         Corporation, in exchange for the Company's authorized, but previously
         unissued common stock.  On June 11, 1996, the Company issued 6,300,000
         shares as part of the terms of this agreement, however, on November
         22, 1996, the Company completed a recission agreement regarding the
         plan of reorganization and acquisition agreement between the Company
         and Spencer Entertainment, Inc. and canceled the 6,300,000 shares
         that were issued.  The recission has been reflected in the financial
         statements on a retroactive basis.

NOTE 6 -  RELATED PARTY TRANSACTIONS

         During 1996, 1998, 1999, and 2000 a shareholder contributed capital
         of $2,461, $1,574, $1,820, $2,721, respectively, to cover the
         expenses of the Company.  The Company has minimal activity and no
         revenues.  The amount of contributed capital during the year ended
         2001 was $946.

         On May 3, 2001 the Company authorized and issued 1,500,000 shares of
         common stock in lieu of the debt totaling $2,725 owed to H. Deworth
         Williams, the shareholder who has been paying the company's expenses,
         including legal, accounting, rent, and all other office expenses.


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

    Not applicable.

                              PART III

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

    The executive officers and directors of the Company are as
follows:

           Name              Age            Position
     Geoffrey Williams       31  	President, Chief Executive
                              Officer and Director
     Bobbi Heywood           29  	Secretary and Director

    All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified.  There are no agreements with respect to the election of
directors.  The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors.  However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger.  As of the date hereof, no director has
accrued any expenses or compensation.  Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors.  The Company
does not have any standing committees.

    No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.

    All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability.  It is estimated that each
director will devote less than ten hours per month to the Company's
activities.  The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.

    Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs.  Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders.  However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors.  There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.

    The business experience of each of the persons listed above
during the past five years is as follows:

    Geoffrey Williams, age 31, was appointed a Director, President
and Chief Executive Officer of the Company on February 1, 2001.
From 1994 to the present, Mr. Williams has been a representative
of Williams Investments Company, a Salt Lake City, Utah financial
consulting firm involved in facilitating mergers, acquisitions,
business consolidations and financings.  Mr. Williams attended the
University of Utah and California Institute of the Arts.

    Bobbi Heywood, age 29, was appointed a Director and Secretary
of the Company on February 1, 2001.  From 2000 to the present, Ms.
Heywood has been an office manager with Williams Investments
Company in Salt Lake City, Utah.  From 1998 to 2000, Ms. Heywood
was office manager of Mountain State Tile, a tile company located I
n Sandy, Utah, and from 1997 to 1998, she was project manager with
Scandia Construction, Inc. in St. George,. Utah.  Ms. Heywood also
worked as an office manager for Silver Spur Painting in St. George,
Utah from 1996 to 1997.  Ms. Heywood has attended Dixie College in
St. George, Utah and Salt Lake Community College.

Prior "Blank check" experience

    Geoffrey Williams has been an executive officer and/or director
of the following companies, each of which is considered a blank
check company: Big Flash, Inc. (Secretary and Director), Calypso
Financial Services, Inc. (Secretary and Director); Eastgate
Acquisition Corp. (Secretary and Director), Grant Ventures, Inc.
(Secretary and Director); Ocean Express Lines, Inc. (President),
Consolidated Travel Systems, Inc. (President and Director) and
Westgate Acquisitions Corp. (Secretary and Director).

    Bobbi Heywood has been an executive officer and/or director of
the following companies, each of which is considered a blank check
company:  Energy Producing Technology (Secretary and Treasurer) and
Grant Ventures, Inc. (Secretary and Director).

Section 16(a) Beneficial Ownership Reporting Compliance

    Each of the Company's officers and directors is required to
file a Form 5, Annual Statement of Changes in Beneficial Ownership,
on or before the 45th day after the end of the fiscal year.  These
reports have not filed on a timely basis and will be submitted to
the Securities and Exchange Commission.

Item 10. Executive Compensation

    The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.  The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 2000, 1999 and 1998.  Further, the Company has not
entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are anticipated
in the immediate future.  It is intended that the Company's directors
will defer any compensation until such time as an acquisition or merger
can be accomplished and will strive to have the business opportunity
provide their remuneration.  As of the date hereof, no person has
accrued any compensation.

Item 11. Security Ownership of Certain Beneficial Owners and
         Management

    The following table sets forth information, to the best of the
Company's knowledge, as of December 31, 2001, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.

Name and Address           Amount and Nature of       Percent
of Beneficial Owner        Beneficial Ownership      of Class(1)
Kenneth D. Montee                363,334                14.3%
  3256 Agate Court
  Boise, ID 83850
Al Scarth                        363,334                14.3%
  421 Sherman
  Coeur D'Alene, ID 83814
H. Deworth Williams            1,500,000                59.4%
  56 W. 400 S. Ste. 220
  Salt Lake City, UT 84101
Geoffrey Williams*                     0                 0%
  56 W. 400 S. Ste. 220
  Salt Lake City, UT 84101
Bobbi Heywood*                         0                 0%
  5942 South Sultan Circle
  Murray, UT 84107

All directors and officers             0                 0%
  a group (2 persons)

      *   Director and/or executive officer


Note:     Unless otherwise indicated in the footnotes below, the
          Company has been advised that each person above has sole
          voting power over the shares indicated above.

     (1)  Based upon 2,525,030 shares of common stock outstanding
          on December 31, 2001.

Item 12.  Certain Relationships and Related Transactions

     During the past two fiscal years, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family

     The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company.  In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity.  Every effort will be made to resolve any conflicts
that may arise in favor of the Company.  There can be no assurance,
however, that these efforts will be successful.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     3.1     Articles of Incorporation (Nevada)

     3.2     By-Laws (Nevada)

3.3 Articles of Dissolution (Idaho)

     2       Articles of Merger

     - - - - -
     *    Exhibits so marked have heretofore been filed with the
          Securities and Exchange Commission as part of the filing
          indicated and are incorporated herein by reference.

     (b)  Reports on Form 8-K

                              None


                            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 in the capacities and on the dates indicated.



                                   Rako Capital Corporation



Dated:  March 15, 2001           BY: /S/ Geoffrey Williams
                                   --------------------------
                                   Geoffrey Williams
                                   President, Chief Executive
                                   Officer and Director

Dated:  March 15, 2001           BY: /S/ Bobbi Heywood
                                   --------------------------
                                   Bobbi Heywood
                                   Secretary and Director







Exhibit 3.1

                         Articles of Incorporation
                             (Pursuant to NRS 78)

Secretary of State                                       C16442-01
101 North Carson Street, Suite 3                        JUN 21 2001
Carson City, Nevada 89701-4786                        IN THE OFFICE OF
(775) 684 4786                                         /s/Dean Heller
                                                DEAN HELLER SECRETARY OF STATE



1.  Name of Corporation:         Rako Capital Corporation


2.  Resident Agent Name
    and Street Address:          STREET ADDRESS            CITY          ZIP
    (Must be a Nevada address    7624 Desert Delta Drive   Las Vegas  NV 89128
    where process may be
    served).


3.  Shares:                    Number of shares             Number of shares
    No of shares corporation   with par value:   Par value  without par value
    authorized to issue)       70,000,000        $0.001             -


4.  Names, Addresses,
    Number of Board of
    Directors/Trustees:      The First Board of Directors/Trustees shall
                             consist of    2    members whose names and
                             addresses are as follows:

              1.  NAME  Geoff Williams

              STREET ADDRESS            CITY           STATE     ZIP
              56W 400S Ste. 220      Salt Lake City     Utah      84101


              2.  NAME  Bobbi Heywood

              STREET ADDRESS            CITY          STATE     ZIP
              56W 400S Ste. 220      Salt Lake City     Utah      84101


5.  Purpose:                  The purpose of this corporation shall be:
                              To engage in any lawful business authorized by
                              the laws of Nevada or any other state or other
                              jurisdiction in which the corporation may be
                              authorized to do business.


6.  Other Matters:            Number of additional pages: -0-


Names, Addresses
and Signatures of
Incorporators:                Bobbi Heywood            /s/Bobbi Heywood
                                                       ---------------
                                                       Signature

               STREET ADDRESS            CITY          STATE     ZIP
             56W 400S Ste. 220      Salt Lake City     Utah      84101



Certificate of
Acceptance of
Appointment of
Resident Agent:               John Price & Associates

                 I,                     hereby accept appointment as Resident
                                        Agent for the above named corporation

                    /s/John Price                                June 1, 2001
----------------------------------------------------------------
Authorized Signature of Resident Agent or Resident Agent Company     Date




Exhibit 3.2




                      RAKO CAPITAL CORPORATION

                             * * * * *

                             BY - LAWS

                             * * * * *

                             ARTICLE I

                              OFFICES

Section 1.  The principal office shall be in the City of Salt Lake City, Utah.

Section 2.  The corporation may also have offices at such other places both
within and without the State of Utah as the board of directors may from time
to time determine or the business of the corporation may require.

                             ARTICLE II

                       MEETINGS OF STOCKHOLDERS

Section 1.  All annual meetings of the stockholders shall be held in the City
of Salt Lake City, State of Utah.  Special meetings of the stockholders may
be held at such time and place within or without the State of Utah as shall
be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.

Section 2.  Annual meetings of stockholders, commencing with the year 2002,
shall be held on the 3rd day of May, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 A.M., at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

Section 3.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

Section 4.  Notices of meetings shall be in writing and signed by the
president or a vice president, or the secretary, or an assistant secretary or
by such other person or persons as the directors shall designate.  Such
notice shall state the purpose or purposes for which the meeting is called
and the time when, and the place, which may be within or without this state,
where it is to be held.  A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid, to each stockholder of
record entitled to vote at such meeting not less than ten nor more than sixty
days before such meeting.  If mailed, it shall be directed to a stockholder
at his address as it appears upon the records of the corporation and upon
such mailing of any such notice, the service thereof shall be complete, and
the time of the notice shall begin to run from the date upon which such
notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a corporation or a
association, or to any member of a partnership shall constitute delivery of
such notice to such corporation, association or partnership.  In the event of
the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

Section 5.  The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the articles of
incorporation.  If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented.  At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

Section 6.  When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of
such question.

Section 7.  Every stockholder of record of the corporation shall be entitled
at each meeting of stockholders to one vote for each share of stock standing
in his name on the books of the corporation.

Section 8.  At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing.  In the event that any such instrument in writing shall designate
one or more persons to act as proxies, a majority of such persons present at
the meeting, or, if only one shall be present, then that one shall have and
may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide.
No such proxy shall be valid after the expiration of six months from the date
of its executions, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in force, which in no case shall exceed seven years from the date of its
execution.  Subject to the above, any proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the secretary of the
corporation.

Section 9.  Any action, except election of directors, which may be taken by
the vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of  stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
articles of incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written
consents shall be required.

                            ARTICLE III

                             DIRECTORS

Section 1.  The number of directors which shall constitute the whole board
shall be two (2).  The directors shall be elected at the annual meeting of
the stockholders, and except as provided in Section 2 of this article, each
director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.

Section 2.  Vacancies, including those caused by an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum.  When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the board shall have
power to fill such vacancy or vacancies to take effect when such resignation
or resignations shall become effective, each director so appointed to hold
office during the remainder of the tem of office of the resigning director or
directors.

Section 3.  The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.

Section 4.  The board of directors of the corporation may hold meetings, both
regular and special, either within or without the State of Utah.

                  MEETINGS OF THE BOARD OF DIRECTORS

Section 5.  The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

Section 6.  Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.

Section 7.  Special meetings of the board of directors may be called by the
president or secretary on the written request of two directors.  Written
notice of special meetings of the board of directors shall be given to each
director at least zero (0) days before the date of the meeting.

Section 8.  A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except
as may be otherwise specifically provided by statute or by the articles of
incorporation.  Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled
to vote with respect to the subject matter thereof.

                        COMMITTEES OF DIRECTORS

Section 9.  The board of directors may, by resolution passed by a majority of
the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it.  Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.

Section 10.  The committees shall keep regular minutes of their proceedings
and report the same to the board when required.

                       COMPENSATION OF DIRECTORS

Section 11.  The directors may be paid their expenses, if any, of attendance
at each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation
for attending committee meetings.


                              ARTICLE IV

                               NOTICES

Section 1.  Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation.  Notice by mail shall be
deemed to be given at the time when the same shall be mailed.  Notice to
directors may also be given by telegram.

Section 2.  Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall be as valid
as if had at a meeting regularly called and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is made at the
time, and if any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties
having the right to vote at such meetings; and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies and powers of
attorney must be in writing.

Section 3.  Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these by-
laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                               ARTICLE V

                                OFFICERS

Section 1.  The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer.  Any person may hold two or more offices.

Section 2.  The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board.

Section 3.  The board of directors may appoint additional vice presidents,
and assistant secretaries and assistant treasurers and such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

Section 4.  The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise shall be filled
by the board of directors.

                           THE PRESIDENT

Section 6.  The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board
of directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 7.  He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted
by law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation or as restricted by a
stockholders agreement.

                        THE VICE PRESIDENT

Section 8.  The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to
time prescribe.

                           THE SECRETARY

Section 9.  The secretary shall attend all meetings of the board of directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing
committees when required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be.  He shall keep
in safe custody the seal of the corporation and, when authorized by the board
of directors, affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
treasurer or an assistant secretary.

                            THE TREASURER

Section 10.  The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.

Section 11.  He shall disburse the funds of the corporation as may be ordered
by the board of directors taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account
of all his transactions as treasurer and of the financial condition of the
corporation.

Section 12.  If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
paper, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

                              ARTICLE VI

                          CERTIFICATES OF STOCK

Section 1.  Every stockholder shall be entitled to have a certificate, signed
by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.  When the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of
the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge,
a  full or summary statement of the designations, preferences and relative,
participating, optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations or restrictions
of such rights, and, if the corporation shall be authorized to issue only
special stock, such certificate shall set forth in full or summarized the
rights of the holders of such stock.

Section 2.  Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then
a facsimile of the signatures of the officers or agents of the corporation
may be printed or lithographed upon such certificate in lieu of the actual
signatures.  In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be the officer or
officers of such corporation.

                         LOST CERTIFICATE

Section 3.  The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed.  When authorizing such issue of
a new certificate or certificates, the  board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to
the certificate alleged to have been lost or destroyed.

                         TRANSFER OF STOCK

Section 4.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

                       CLOSING OF TRANSFER BOOKS

Section 5.  The directors may prescribe a period not exceeding sixty days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than
sixty days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.

                         REGISTERED STOCKHOLDERS

Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.

                              ARTICLE VII

                           GENERAL PROVISIONS

                               DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by
the board of directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.

Section 2.  Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

                                CHECKS

Section 3.  All checks or demands for money and notes of the corporation
shall be signed by such officer of officers or such other person or persons
as the board of directors may from time to time designate.

                               FISCAL YEAR

Section 4.  The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                  SEAL

Section 5.  The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada".

                              ARTICLE VIII

                               AMENDMENTS

Section 1.  These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of such special meeting.



September 15, 2001

                                      /s/ Bobbi Heywood
                                      ------------------------
                                          Bobbi Heywood
                                          Secretary



Exhibit 3.3


           ARTICLES OF DISSOLUTION
(General Business and Professional Corporations)
                                                              FILED/EFFECTIVE
  To the Secretary of State of Idaho                         01 OCT 15 AM 9:13
    Pursuant to Title 30, Chapter 1 and 13, Idaho Code, the  SECRETARY OF STATE
    undersigned corporation has elected to dissolve.           STATE OF IDAHO

1.  The name of the corporation is:  Rako Corporation
                                   -----------------------------------

2.  The date the dissolution was authorized is:  May 3, 2001
                                               -----------------------

3. The dissolution was approved by the shareholders as follows:

    a) The number of shares entitled to vote:  1,025,030
                                             -------------------------
    b) The number voting for dissolution:        832,536
                                         -----------------------------
    c) The number voting against dissolution:        666
                                             -------------------------

4.  (optional) The dissolution shall be effective on:
                                                     -----------------
    (The articles will be effective on the date filed with the Secretary of
     State, unless a future date is specified.)

Dissolution occurred due to company merging with Nevada company, Rako Capital
Corporation.


Dated:  September 27, 2001
      -----------------------------
Signature:  /s/Bobbi Heywood
          -------------------------
Typed Name:  Bobbi Heywood
           ------------------------               IDAHO SECRETARY OF STATE
Capacity:  Secretary/Director                          10/16/2001 05:00
         --------------------------             CK: 5343 CT: 3622 BH: 424515
                                               1 @ 30.00 = 30.00 PROF DISSO #2

                                                            C40061






Exhibit 2



                             ARTICLES OF MERGER


         01 SEP 17 AM 9:42                       Filed#C16442-01
         SECRETARY OF STATE                        JUL 19 2001
           STATE OF IDAHO                       IN THE OFFICE OF
                                                 /S/Dean Heller
                                           DEAN HELLER SECRETARY OF STATE

1.  NAME AND JURISDICTION OF ORGANIZATION OF MERGING CONSTITUENT
ENTITIES:


RAKO Corporation                    An Idaho Corporation
56W 400S Ste. 220
Salt Lake City, Utah 84101

RAKO Capital Corporation            A Nevada Corporation
56W 400S Ste. 220
Salt Lake City, Utah 84101



Surviving Entity:

RAKO Capital Corporation            A Nevada, Domestic, For Profit Corporation
56W 400S Ste. 220
Salt Lake City, Utah 84101


Resident Agent:

John Price & Associates
7624 Desert Delta Drive
Las Vegas, Nv. 89128



2.  A PLAN OF MERGER HAS BEEN FORMED AND ADOPTED BY EACH CONSTITUENT
ENTITY.


PLEASE NOTE:  COMPLETE  EXECUTED PLAN OF MERGER IS ON FILE AT THE
REGISTERED OFFICE, RAKO CAPITAL CORPORATION, 56 W. 400 S. STE. 220,
SALT LAKE CITY, UT. 84101, AND IS AVAILABLE ON REQUEST, WITHOUT COST TO
ANY OWNER OR ANY ENTITY WHICH IS A PARTY TO THE MERGER.



3. RAKO CORPORATION  (AN IDAHO CORPORATION).

PLAN OF MERGER WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS.


On April 10, 2001 the Board of Directors of RAKO Corporation an Idaho
Corporation, by unanimous written consent, pursuant to statute 30-1-821
of Idaho General Corporate Law, approved a proposal to effect a change
of domicile for the corporation from the State of Idaho to the State of
Nevada.

The Board of Directors agreed upon the plan of merger subject to
ratification by the shareholders.

On April 10, 2001 a Notice of Special Meeting in Lieu of Annual
Meeting of Shareholders was mailed to all shareholders.

On May 3, 2001 a Special Meeting in Lieu of Annual Meeting of Shareholders
was held.  The shareholders vote for the plan of merger.

     Shares entitled to vote                   1,025,030

     Shares voting for plan of merger            832,536       81. %

     Shares voting against plan of merger            666      0.06 %

     Shares not participating                      3,064       0.3 %

The percentage of shares voting for the plan of merger was sufficient to
approve the plan of merger.

4.  RAKO CAPITAL CORPORATION (A NEVADA CORPORATION)

PLAN OF MERGER WAS ADOPTED BY UNANIMOUS CONSENT OF THE OWNERS.

RAKO CAPITAL CORPORATION (a Nevada Corporation) has 2 Officers/
Directors, Geoff Williams, President/Director, Bobbi Heywood,
Secretary/Director.


     I, Geoff Williams hereby approve the plan of merger as
proposed.


                                    /s/ Geoff Williams
                                   ---------------------------------
                                   Geoff Williams, President/Director



     I, Bobbi Heywood hereby approve the plan of merger as proposed.

                                    /s/Bobbi Heywood
                                   ---------------------------------
                                   Bobbi Heywood, Secretary/Director


5.  TERMS AND CONDITIONS OF THE MERGER:


The surviving entity, RAKO Capital Corporation (a Nevada Corporation)
will acquire all outstanding owner's interests of RAKO Corporation
(an Idaho Corporation).

Each stockholder of RAKO Corporation (an Idaho Corporation) whose shares
were outstanding immediately before the effective date of the merger
will hold the same number of shares, with identical designations, preferences,
limitations and relative rights immediately after the merger.

The surviving corporation shall be governed by the laws of the State of
Nevada and its name shall be RAKO Capital Corporation.  The present
Certificate of Incorporation of the Nevada Corporation shall continue to
be the Certificate of Incorporation of the surviving corporation.  The
present By-Laws of the Nevada Corporation shall be and remain the By-Laws
of the surviving corporation.  The directors and officers of the Idaho
Corporation immediately prior to the Effective Date shall be the directors
of the surviving corporation upon the Effective Date.


    The undersigned President/Director of the Corporation hereby declares
that the foregoing Articles of Merger are true and correct to the best of
his knowledge and belief.


                                        /s/ Geoff Williams
                                       --------------------
                                       Geoff Williams, President/Director
                                       RAKO Capital Corporation


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 27th day of June, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared Geoff
Williams who first being duly sworn, did hereby affirm that he is the
President/Director of RAKO Capital Corporation a Nevada Corporation, and
that he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                               /s/Jo Juliano
                               -----------------------
                               NOTARY PUBLIC

Residing at:  Salt Lake City, Utah
             ----------------------                 -NOTARY SEAL-

My Commission Expires:  6-1-2003
                       -----------



     The undersigned Secretary/Director of the Corporation hereby declares
that the foregoing Articles of Merger are true and correct to the best of
her knowledge and belief.


                                   /s/Bobbi Heywood
                                   -----------------------------
                                   Bobbi Heywood, Secretary/Director
                                   RAKO Capital Corporation

STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 27th day of June, 2001, before me, the undersigned, a Notary
Public, in and for said State of Utah, personally appeared Bobbi Heywood who
first being duly sworn, did hereby affirm that she is the Secretary/director
of RAKO Capital Corporation a Nevada Corporation, and that she did execute the
foregoing Articles of Merger on behalf of said Corporation.


                                /s/Jo Juliano
                               -----------------------
                               NOTARY PUBLIC

Residing at:  Salt Lake City, Utah
             ----------------------                 -NOTARY SEAL-

My Commission Expires:  6-1-2003
                       -----------






     The undersigned President/Director of the Corporation hereby declares that
the foregoing Articles of Merger are true and correct to the best of
his knowledge and belief.


                                   /s/Geoff Williams
                                   ---------------------------------
                                   Geoff Willimas, President/Director
                                   RAKO Corporation


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 27th day of June, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared Geoff
Williams who first being duly sworn, did hereby affirm that he is
the President/Director of RAKO Corporation, an Idaho Corporation, and
that he did execute the foregoing Articles of Merger on behalf of said
Corporation.

                               /s/Jo Juliano
                               -----------------------
                               NOTARY PUBLIC

Residing at:  Salt Lake City, Utah
             ----------------------                 -NOTARY SEAL-

My Commission Expires:  6-1-2003
                       -----------



The undersigned Secretary/Director of the Corporation hereby declares that
the foregoing Articles of Merger are true and correct to the best of her
knowledge and belief.



                                        /s/ Bobbi Heywood
                                       --------------------
                                       Bobbi Heywood, Secretary/Director
                                       RAKO Corporation


STATE OF   UTAH          )
                            )ss:
COUNTY OF SALT LAKE      )


     On this 27th day of June, 2001, before me, the undersigned, a
Notary Public, in and for said State of Utah, personally appeared Bobbi
Heywood who first being duly sworn, did hereby affirm that she is the
Secretary/Director of RAKO Corporation an Idaho Corporation, and that
he did execute the foregoing Articles of Merger on behalf of said
Corporation.


                               /s/Jo Juliano
                               -----------------------
                               NOTARY PUBLIC

Residing at:  Salt Lake City, Utah
             ----------------------                 -NOTARY SEAL-

My Commission Expires:  6-1-2003
                       -----------