U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)
 [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED: SEPTEMBER 30, 2004

                                       OR

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

                        For the transition period from To


                        Commission file number 000-28653

                           Granite Cliffs Incorporated
                           ---------------------------
                 (Name of small business issuer in its charter)

                               Wyoming 86-0970005
      ------------------------------------- -------------------------------
                 State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)

               125 E. Main Street, #511, American Fork, Utah 84003
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                  167 E. Mountain Peak Dr., Draper, Utah 84020
--------------------------------------------------------------------------------
                                (Former address)


Issuer's telephone number                      (801) 787-8514
                                              ---------------

Securities registered under Section 12(b) of the Act: NONE Securities registered
under Section 12(g) of the Act:

                          Common Stock, par value $.001
                                (Title of class)




<PAGE>



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

         At March 31, 2005,  the aggregate  market value of all shares of voting
stock held by non-  affiliates  was  $0.00.  In  determining  this  figure,  the
Registrant has assumed that all directors and executive officers are affiliates.
Such assumption shall not be deemed conclusive for any other purpose. The number
of shares  outstanding  of each class of the  Registrant's  common stock,  as of
March 31, 2005, was as follows: Common Stock $.001 par value, 13,450,000 shares.

Total revenues for fiscal year ended September 30, 2004: $0

At March  31,  2005,  the  number of shares  of  common  stock  outstanding  was
13,450,000.


                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

         Transitional  Small Business  Disclosure Format (check one): Yes ; NO X
----- ---















                                        2

<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

Item Number and Caption                                                                                         Page

PART I

<S>  <C>                                                                                                         <C>
Item 1.           Description of Business.........................................................................4

Item 2.           Description of Property.........................................................................5

Item 3.           Legal Proceedings...............................................................................5

Item 4.           Submission of Matters to a Vote of Security Holders.............................................5

PART II

Item 5.           Market for Common Equity and Related Stockholder Matters........................................6

Item 6.           Management's Discussion and Analysis or Plan of Operations......................................7

Item 7.           Financial Statements...........................................................................10

Item 8.           Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure...........................................................................10

Item 8A.          Controls and Procedures........................................................................10

Item 8B.          Other Information..............................................................................10

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..............................................10

Item 10.          Executive Compensation.........................................................................11

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................................12

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

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

Item 14.          Principal Accountant Fees and Services.........................................................14
</TABLE>

                                        3

<PAGE>



                                     PART I


                         ITEM 1. DESCRIPTION OF BUSINESS


GENERAL

           The  Company is  currently  in the  process of looking  for  business
opportunities  to acquire or merge with.  In seeking a business  opportunity  to
merge  with  or  acquire,   management  is  reviewing  various  business  plans.
Management has not limited their review of plans or exploration of  acquisitions
to any particular industry or service sector. Though there appears to be a large
number of  companies  seeking  to merge with an  existing  public  company,  the
management has not yet identified a business to complete such a transaction with
and the Company has not entered into any binding  agreements  for an acquisition
or merger.  There is no guarantee that  management will be successful in finding
such an opportunity.

HISTORY

                  The  Company  has not  engaged  in any  operations  other than
organizational matters. Granite Cliffs Incorporated,  a Wyoming corporation (the
"Company") was incorporated on May 7, 1996, and was formed  specifically to be a
"clean public shell" and for the purpose of either  merging with or acquiring an
operating company with operating history and assets.

         The  primary  activity of the Company  has  involved  and will  involve
seeking  merger  or  acquisition  candidates  with whom it can  either  merge or
acquire.  The Company has not selected any company for acquisition or merger and
does not intend to limit  potential  acquisitions  candidates to any  particular
field or  industry,  but does  retain the right to limit  acquisition  or merger
candidates,  if it so chooses, to a particular field or industry.  The Company's
plans are in the conceptual stage only.

         The proposed business activities  described herein classify the Company
as a "blank  check" or "shell  company"  whose  sole  purpose at this time is to
locate  and  consummate  a merger  or  acquisition.  Many  states  have  enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not believe it will
undertake  any  efforts to cause a trading  market to  develop in the  Company's
securities  until such time as the  Company  has  successfully  implemented  its
business plan described  herein.  However,  if the Company intends to facilitate
the eventual creation of a public trading market in its outstanding  securities,
it must consider that the Company's securities, when available for trading, will
be subject to a Securities  and Exchange  Commission  rule that imposes  special
sales practice  requirements  upon  broker-dealers  who sell such  securities to
persons other than established customers or accredited  investors.  For purposes
of the  rule,  the  phrase  "accredited  investors"  means,  in  general  terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of

                                        4

<PAGE>



$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior to the sale.  Consequently,  the rule may  affect  the  ability of broker-
dealers to sell the  Company's  securities  and also may  affect the  ability of
purchasers  in this  offering to sell their  securities in any market that might
develop therefor.

COMPETITION

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive business opportunities.

EMPLOYEES

         The Company's only employee at the present time is its sole officer and
director,  who will devote as much time as he  determines  is necessary to carry
out the affairs of the Company.


                         ITEM 2. DESCRIPTION OF PROPERTY


         The Company has a working agreement with the Company president to share
use of 600 square feet of office  space,  telephones  and  secretarial  services
supplied on a gratis basis.


                            ITEM 3. LEGAL PROCEEDINGS


         No material legal proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.


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


         None.



                                        5

<PAGE>



                                     PART II


                      ITEM 5. MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS


MARKET INFORMATION

         There has been no public trading market for the Company's common stock.
Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by the Company's  Board of Directors.  No dividends on the common stock
have been paid by the Company,  nor does the Company  anticipate  that dividends
will be paid in the foreseeable future.


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


PLAN OF OPERATIONS - The following discussion should be read in conjunction with
the Financial Statements and notes thereto.

         The Company  intends to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly  held  corporation.  At this time,  the Company has no plan,  proposal,
agreement,  understanding  or  arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company  for  investigation  and  evaluation.  No  person  has had any  material
discussions  with any other  company  with  respect to any  acquisition  of that
company.

         The Company  will not  restrict  its search to any  specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's  virtually  unlimited  discretion to search for and
enter into potential business opportunities.

         The  Company  may obtain  funds in one or more  private  placements  to
finance the operation of any acquired business, if necessary. Persons purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity  to  participate in the decision  relating to any  acquisition.  The
Company's  proposed business is sometimes  referred to as a "blind pool" because
any investors will entrust their investment  monies to the Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's management,  which will have unlimited discretion in searching for
and entering into a business opportunity. The sole officer and

                                        6

<PAGE>



director of the Company likely has had no experience in any proposed business of
the Company.  There can be no  assurance  that the Company will be able to raise
any funds in private placement.

RESULTS  OF  OPERATIONS  - During the  period  from  October  20,  1999  through
September 30, 2004, the Company has engaged in no significant  operations  other
than   organizational   activities  and  preparation  for  registration  of  its
securities under the Securities  Exchange Act of 1934. No revenues were received
by the Company during this period.

         For the current fiscal year, the Company  anticipates  incurring a loss
as a result of organizational  expenses,  expenses  associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating  acquisition  candidates.  The Company  anticipates  that until a
business  combination is completed with an  acquisition  candidate,  it will not
generate  revenues other than interest income,  and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.

LIQUIDITY AND FINANCIAL RESOURCES

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of September 30, 2004,
reflects a current asset value of $1,500, and a total asset value of $1,500.

         The Company will carry out its plan of business as discussed above. The
Company cannot  predict to what extent its liquidity and capital  resources will
be diminished prior to the consummation of a business combination or whether its
capital  will be  further  depleted  by the  operating  losses  (if  any) of the
business entity which the Company may eventually acquire.

NEED FOR ADDITIONAL FINANCING

         The Company  believes  that its existing  capital will be sufficient to
meet the  Company's  cash  needs,  including  the costs of  compliance  with the
continuing  reporting  requirements  of the Securities  Exchange Act of 1934, as
amended, for a period of approximately two years. Accordingly,  in the event the
Company is able to  complete a  business  combination  during  this  period,  it
anticipates  that  its  existing  capital  will be  sufficient  to  allow  it to
accomplish the goal of completing a business combination. There is no assurance,
however,  that the available funds will ultimately prove to be adequate to allow
it to  complete  a business  combination,  and once a  business  combination  is
completed,  the Company's needs for additional  financing are likely to increase
substantially.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this Annual Report. No

                                        7

<PAGE>



assurance  can be  given  that  future  legislative  enactments,  administrative
rulings  or court  decisions  will not  modify  the legal  basis for  statements
contained in this discussion.  Any such development may be applied retroactively
to  transactions  completed  prior  to  the  date  thereof,  and  could  contain
provisions  having an adverse  affect  upon the  Company  and the holders of the
Common Stock. In addition,  several of the issues dealt with in this summary are
the subjects of proposed and temporary Treasury Regulations. No assurance can be
given that these regulations will be finally adopted in their present form.

FORWARD LOOKING STATEMENT

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.

                          ITEM 7. FINANCIAL STATEMENTS


         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately preceding the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.


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


         There are not and have not been any  disagreements  between the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.


                                        8

<PAGE>




                        ITEM 8A. CONTROLS AND PROCEDURES


         We have established  disclosure  controls and procedures to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,  is made known to the officers who certify the Company's financial
reports and to other members of senior management and the Board of Directors.

         Based on their evaluation,  as of the end of the period covered by this
Annual  Report on Form 10-KSB,  the  principal  executive  officer and principal
financial  officer of Granite  Cliffs  Incorporated  have concluded that Granite
Cliffs  Incorporated  disclosure  controls and  procedures  (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective
in ensuring  that the  information  required to be  disclosed  by the Company in
reports that it files or submits  under the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms.

         There  were no  significant  changes  in  Granite  Cliffs  Incorporated
internal  control over financial  reporting  during the Company's  fourth fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the Company's internal control over financial reporting

                           ITEM 8B. OTHER INFORMATION


COMMON STOCK TRANSACTIONS

         On September 15, 2004 the Company  issued  12,450,000  shares of common
stock for $12,450  cash under the  provisions  of  Regulation  D. The shares are
restricted under Rule 144.

                                    PART III


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


EXECUTIVE OFFICERS AND DIRECTORS

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers  serve at the pleasure of the Board of Directors.  The following  table
sets forth the name, age, and position of each executive officer and director of
the Company:

                                        9

<PAGE>


<TABLE>
<CAPTION>

DIRECTOR'S   NAME                 AGE                    OFFICE                            TERM EXPIRES
<S>                               <C>               <C>                                 <C>
Ekaterina Luzgina                 41                CEO and Director                    next annual meeting
</TABLE>


EKATERINA  LUZGINA:  Mrs.  Luzgina  has acted as an  independent  consultant  in
international  relations for the past five years.  Mrs. Luzgina is a graduate of
the Moscow State University for Foreign Relations.

CONFLICTS OF INTEREST

         Certain  conflicts of interest  existed at  September  30, 2004 and may
continue to exist  between the Company and its officers and directors due to the
fact that they have other business  interests to which they devote their primary
attention.  Each officer and director may continue to do so notwithstanding  the
fact that management time should be devoted to the business of the Company.

         Certain  conflicts  of interest  may exist  between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may,  subject to applicable rule
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.

AUDIT COMMITTEE FINANCIAL EXPERT

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting

                                       10

<PAGE>



principles  ("GAAP")  and  financial  statements,  (ii)  assessing  the  general
application of GAAP  principles in connection with our accounting for estimates,
accruals and reserves,  (iii) analyzing and evaluating our financial statements,
(iv) understanding our internal controls and procedures for financial reporting;
and (v) understanding audit committee functions,  all of which are attributes of
an audit committee  financial expert.  However,  the board of directors believes
that there is not any audit committee  members who has obtained these attributes
through the  experience  specified in the SEC's  definition of "audit  committee
financial expert." Further,  like many small companies,  it is difficult for the
Company to attract and retain  board  members  who  qualify as "audit  committee
financial experts,  " and competition for these individuals is significant.  The
board  believes  that its current  audit  committee  is able to fulfill its role
under SEC regulations despite not having a designated "audit committee financial
expert."

                         ITEM 10. EXECUTIVE COMPENSATION


         None of the  executive  officer's  annual  salary  and  bonus  exceeded
$60,000 during any of the Company's last two fiscal years.

         There are  currently no  agreements  with members of  management  as to
employment or compensation.

         There is currently no compensation paid to non-employment directors.

                ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT


PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
1,000,000  shares of issued and  outstanding  Common  Stock of the Company as of
September 30, 2004 and information as to the ownership of the Company's Stock by
each of its directors and executive  officers and by the directors and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.

<TABLE>
<CAPTION>

NAME AND ADDRESS
OF BENEFICIAL OWNERS /           NATURE OF               SHARES
DIRECTORS                        OWNERSHIP                OWNED              PERCENT
--------------------------------------------------------------------------------------------

<S>                                                    <C>                     <C>
B Stephen Bailey                 Common Stock          12,000,000              89%
167 E. Mountain Peak Dr.
</TABLE>


                                       11

<PAGE>



NAME AND ADDRESS
Draper, Utah 84020

Officers and Directors           Common Stock                    -0-         0%
As a Group (one)

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         None

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


         (a) The following documents are filed as part of this report.

1.       FINANCIAL STATEMENTS                                       PAGE

Robison, Hill & Co.'s Independent Auditor's Report                 F - 1

Balance Sheets
  September 30, 2004 and 2003                                      F - 2

Statements of Operations for the
  Years Ended September 30, 2004 and 2003                          F - 3

Statement of Stockholders' Equity
 Since May 7, 1996 (inception) to September 30, 2004               F - 4

Statements of Cash Flows for the
  Years Ended September 30, 2004 and 2003                          F - 5

Notes to Financial Statements                                      F - 6

2.       FINANCIAL STATEMENT SCHEDULES

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.       (A) EXHIBITS

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

                                       12

<PAGE>



         Exhibit No.       Exhibit

           3               Articles of Incorporation (1)

           3.2             Bylaws (1)

           3.1             Amended Articles of Incorporation (1)

         31       Certification  of Principal  Executive  Officer and  Principal
                  Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         32       Certification  of Principal  Financial  Officer and  Principal
                  Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         period covered by this Form 10-KSB.

(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated December 27, 1999.



                 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


         The following is a summary of the fees billed to us by Robison,  Hill &
Company for  professional  services  rendered for the years ended  September 30,
2004 and 2003:

<TABLE>
<CAPTION>
           Service                               2004                      2003
------------------------------          ----------------------     ---------------------
<S>                                     <C>                        <C>
Audit Fees                              $                9,000     $                   -
Audit-Related Fees                                           -                         -
Tax Fees                                                     -                         -
All Other Fees                                               -                         -
                                        ----------------------     ---------------------
Total                                   $                    -     $                   -
                                        ======================     =====================
</TABLE>



AUDIT FEES - Consists of fees billed for professional  services rendered for the
audits of our financial statements,  reviews of our interim financial statements
included in quarterly  reports,  services  performed in connection  with filings
with the Securities & Exchange  Commission and related comfort letters and other
services  that are normally  provided by Robison,  Hill & Company in  connection
with statutory and regulatory filings or engagements.


                                       13

<PAGE>



TAX FEES - Consists of fees billed for professional services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

         The Audit Committee, is to pre-approve all audit and non-audit services
provided ny the independent auditors. These services may include audit services,
audit  related  services,  tax services and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

<PAGE>
                           GRANITE CLIFFS INCORPORATED
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           SEPTEMBER 30, 2004 AND 2003






<PAGE>






                                    CONTENTS


                                                                        Page

Independent Auditor's Report.............................................F - 1

Balance Sheets
  September 30, 2004 and 2003............................................F - 2

Statements of Operations for the
  Years Ended September 30, 2004 and 2003................................F - 3

Statement of Stockholders' Equity
 Since May 7, 1996 (inception) to September 30, 2004.....................F - 4

Statements of Cash Flows for the
  Years Ended September 30, 2004 and 2003................................F - 5

Notes to Financial Statements............................................F - 6



<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


Granite Cliffs Incorporated
(A Development Stage Company)


         We have  audited  the  accompanying  balance  sheets of Granite  Cliffs
Incorporated  (a  development  stage company) as of September 30, 2004 and 2003,
and the related statements of operations, and cash flows for the two years ended
September 30, 2004, and the statement of  stockholders'  equity from May 7, 1996
(inception)  to  September  30,  2004.   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 the standards of the Public
Company Accounting Oversight Board (United States). 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 Granite  Cliffs
Incorporated  (a  development  stage company) as of September 30, 2004 and 2003,
and the  results of its  operations  and its cash flows for the two years  ended
September 30, 2004 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 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


                                                    Respectfully submitted


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
March 31, 2005

                                      F - 1

<PAGE>



                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                         September 30,
                                                                                    2004                2003
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Assets - Prepaid Expenses                                                    $            1,500  $                -
                                                                             ==================  ==================

Liabilities - Accounts Payable                                               $                -  $            1,900
                                                                             ------------------  ------------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 13,450,000 Shares at September 30, 2004
    and 1,000,000 Shares at September 30, 2003                                           13,450               1,000
  Paid-In Capital                                                                         1,881               1,881
  Retained Deficit                                                                       (1,075)             (1,075)
  Deficit Accumulated During the
    Development Stage                                                                   (12,756)             (3,706)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                           1,500              (1,900)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $            1,500  $                -
                                                                             ==================  ==================
</TABLE>


















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

                                      F - 2

<PAGE>



                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   Cumulative
                                                                                      since
                                   October 20,
                                                                                      1999
                                                 For the year ended               inception of
                                                    September 30,                  development
                                        -------------------------------------
                                               2004               2003                stage
                                        ------------------  -----------------   -----------------
<S>                                     <C>                 <C>                 <C>
Revenues:                               $                -  $               -   $               -

Expenses:                                            9,050                100              12,756
                                        ------------------  -----------------   -----------------

     Net Loss                           $           (9,050) $            (100)  $         (12,756)
                                        ==================  =================   =================

Basic & Diluted loss per share          $                -  $               -
                                        ==================  =================
</TABLE>





















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


                                      F - 3

<PAGE>




                          GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE MAY 7, 1996 (INCEPTION) TO SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                            Accumulated
                                                                                                               Since
                                                                                                            October 20,
                                                                                                                1999
                                                                                                            inception of
                                                     Common Stock             Paid-In        Retained       Development
                                                Shares         Par Value      Capital         Deficit          Stage
                                            ---------------  -------------  ------------   -------------  ----------------
<S>                                         <C>              <C>            <C>            <C>            <C>
Balance at May 7, 1996 (inception)                        -  $           -  $          -  $            -  $              -
Net Loss                                                  -              -             -          (1,000)                -
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 1996                             -              -             -          (1,000)                -
Net Loss                                                  -              -             -             (25)                -
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 1997
November 4, 1997 Issuance of
Stock for Services and payment
 of Accounts Payable                              1,000,000          1,000             -               -                 -
Net Loss                                                  -              -             -             (25)                -
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 1998                     1,000,000          1,000             -          (1,050)                -

Capital contributed by shareholder                        -              -            75               -                 -
Net Loss                                                  -              -             -             (25)                -
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 1999                     1,000,000          1,000            75          (1,075)                -
Capital contributed by shareholder                        -              -         1,498               -                 -
Net Loss                                                  -              -             -               -            (1,806)
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 2000                     1,000,000          1,000         1,573          (1,075)           (1,806)
Capital contributed by shareholder                        -              -           308               -                 -
Net Loss                                                  -              -             -               -            (1,700)
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 2001                     1,000,000          1,000         1,881          (1,075)           (3,506)
Net Loss                                                  -              -             -               -              (100)
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 2002                     1,000,000          1,000         1,881          (1,075)           (3,606)
Net Loss                                                  -              -             -               -              (100)
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 2003                     1,000,000          1,000         1,881          (1,075)           (3,706)
Stock for payment of expenses                    12,450,000         12,450             -               -                 -
Net Loss                                                  -              -             -               -            (9,050)
                                            ---------------  -------------  ------------   -------------  ----------------
Balance at September 30, 2004                    13,450,000  $      13,450  $      1,881   $      (1,075) $        (12,756)
                                            ===============  =============  ============   =============  ================
</TABLE>

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

                                      F - 4

<PAGE>




                          GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                   since October
                                                                                                      20, 1999
                                                                   For the years ended              Inception of
                                                                      September 30,                 Development
                                                          -------------------------------------
                                                                2004                2003               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $          (9,050) $             (100) $          (12,756)
Decrease (Increase) in Prepaid Expenses                              (1,500)                  -              (1,500)
Increase (Decrease) in Accounts Payable                              (1,900)                100                   -
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                             (12,450)                  -             (14,256)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities                                 -                   -                   -
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of stock for cash                                           12,450                   -              12,450
Capital contributed by shareholder                                        -                   -               1,806
                                                          -----------------  ------------------  ------------------
Net Cash Provided by
  Financing Activities                                                    -                   -              14,256
                                                          -----------------  ------------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                               -                   -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $               -  $                -  $                -
                                                          =================  ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -  $                -
  Franchise and income taxes                              $             450  $                -  $              475
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None

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



                                      F - 5

<PAGE>



                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 and 2003

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern."  The  Company  has  incurred  net  losses  of
approximately  $9,050 and $100 for the year ended  September  30,  2004 and 2003
respectively,  has a liquidity  problem,  and requires  additional  financing in
order to finance its business  activities  on an ongoing  basis.  The Company is
actively  pursuing  alternative  financing and has had discussions  with various
third parties,  although no firm commitments  have been obtained.  The Company's
future capital  requirements will depend on numerous factors including,  but not
limited to, continued  progress in finding a merger candidate and the pursuit of
business opportunities.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be  successful.  If the Company were unable
to  continue  as a  "going  concern,"  then  substantial  adjustments  would  be
necessary  to the  carrying  values  of  assets,  the  reported  amounts  of its
liabilities,   the  reported  revenues  and  expenses,  and  the  balance  sheet
classifications used.

Organization and Basis of Presentation

         The Company was incorporated  under the laws of the State of Wyoming on
May 7, 1996. The Company ceased all operating  activities during the period from
May 7, 1996 to October 20, 1999 and was  considered  dormant.  Since October 20,
1999, the Company is in the  development  stage,  and has not commenced  planned
principal operations.

Nature of Business

         The Company has no products or services as of September  30, 2004.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.


                                      F - 6

<PAGE>



                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 and 2003
                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

         This summary of accounting  policies for Granite Cliffs Incorporated (a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

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

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:

<TABLE>
<CAPTION>
                                                              Income              Shares             Per-Share
                                                              ------              ------
                                                           (Numerator)
(Denominator) Amount

                                                                   For the year ended September 30, 2004
BASIC LOSS PER SHARE
<S>                                                     <C>                          <C>         <C>
Loss to common shareholders                             $           (9,050)          13,450,000  $                -
                                                        ==================  ===================  ==================

                                                                   For the year ended September 30, 2003
BASIC LOSS PER SHARE
Loss to common shareholders                             $             (100)           1,000,000  $                -
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for September 30, 2004 and 2003 and are thus not considered. There
are no outstanding common stock equivalents at September 30, 2004 or 2003.

                                      F - 7

<PAGE>



                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 and 2003
                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 3 - INCOME TAXES

         As of  September  30,  2004,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $13,700 that may
be offset against future taxable income through 2021. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  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.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 5 - COMMITMENTS

         As of  September  30,  2004 all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.




                                      F - 8

<PAGE>


                           GRANITE CLIFFS INCORPORATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 and 2003
                                   (Continued)

NOTE 6 - COMMON STOCK

         On September 15, 2004 the Company  issued  12,450,000  shares of common
stock for $12,450  cash under the  provisions  of  Regulation  D. The shares are
restricted under Rule 144.

                                      F - 9

<PAGE>




                                                    SIGNATURES


         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                                     GRANITE CLIFFS INCORPORATED

Dated: March 31, 2005
                                                   By  /S/     Ekaterina Luzgina
                                                     Ekaterina Luzgina
                                                     President

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 31st day of March 2005.

Signatures & Title


/S/     Ekaterina Luzgina
Ekaterina Luzgina
President, Director
(Principal Executive Officer)



                                       14