Commission File No. 0-33483

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                   FORM 10-KSB

    /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934

            For the Fiscal Year Ended: May 31, 2004

    / /     TRANSITION REPORT PURSUANT TO SECTION 13
            OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Transition Period From __ to __

                            GENERAL COMPONENTS, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


              NEVADA                                88-0496645
   -------------------------------                  -------------
   (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)          Identification No.)


  6767 W. TROPICANA AVENUE, SUITE 207
         LAS VEGAS, NEVADA                      89103
----------------------------------------      ---------
(Address of principal executive offices)       (Zip code)

Issuer's telephone number: (702) 248-1047

Securities to be registered pursuant to Section 12(b) of the Act:

                                      none

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


                               $.001 COMMON STOCK
                               ------------------
                                (Title of Class)

         Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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 disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. /X/



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         As of May 31, 2004, there were 2,200,000 shares of the registrant's
Common Stock, $.001 par value, outstanding.

         The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant as of September 3, 2004 was $1,500,000.

         State the registrant's revenues for the May 31, 2004 fiscal year: $-0-.



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                                TABLE OF CONTENTS

                                                                  PAGE


Item 1.  Description of Business. . . . . . . . . . . . . . . . . . 4

Item 2.  Description of Property. . . . . . . . . . . . . . . . . . 16

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 17

Item 4.  Submission of Matter to Vote of
         Security Holders. . . . .. . . . . . . . . . . . . . . . . 17

Item 5.  Market for Common Equity and
         Related Stockholder Matters. . . . . . . . . . . . . . . . 17

Item 6.  Management's Discussion and Analysis
         or Plan of Operation . . . . . . . . . . . . . . . . . . . 21

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . 28

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 29

Item 8A. Controls and Procedures. . . . . . . . . . . . . . . . . . 29

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act. . . . . . . . . . . . . 30

Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . 31

Item 11. Security Ownership of Certain
         Beneficial Owners and Management . . . . . . . . . . . . . 32

Item 12. Certain Relationships and
         Related Transactions . . . . . . . . . . . . . . . . . . . 34

Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 35

Item 14. Controls and Procedures [See Item 8A]. . . . . . . . . . . 35

Item 15. Principal Accountant Fees and Services . . . . . . . . . . 35

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . 36



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Item 1.  DESCRIPTION OF BUSINESS.


Our Company.

         We were incorporated under the laws of the State of Nevada on January
14, 2000 under the name of Pro-Active Solutions, Inc. On July 7, 2004, we
changed our name to General Components, Inc. Our principal executive offices are
located at 6767 West Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103-4754.
Our telephone number is (702) 248-1027.

         Although our principal executive offices are located in Las Vegas,
Nevada, the officers and directors do not intend to conduct any business at said
offices. The officers and directors will conduct business through the use of
their computer system connected to the internet, a global electronic network,
consisting of smaller, interconnected networks, which allow computers to
exchange information over telephone wires, dedicated data cables, and wireless
links. The internet links personal computers by means of servers which are on
specialized operating systems and applications designed for servicing a network
environment. The officers and directors are able to connect to the internet and
conduct business through their personal computers located in their residences in
California.

         Your attention is specifically called to the risk factors in this Item
1 below and the detailed information within the financial statements and the
explanatory notes which appear elsewhere in this Form 10-KSB.

Our Business.

         We are a referral agent and we collect a selling commission for
referring customers who purchase Verio, Inc.'s ("Verio") domain registration
services, web hosting services and e-commerce services.

         We have an agreement with Verio wherein we have been appointed as a
non-exclusive authorized sales representative in the United States to solicit
sales of Verio's services. These services include various domain registration
services, web hosting services and e-commerce services. We are an independent
contractor and we participate in what is known as Verio's Web Agent Referral
Program ("Warp program"). We make residual income for referring business to
Verio. Our agreement commenced as of May 22, 2001 and remained in effect for two
years. Pursuant to the agreement, we requested an additional one year term.

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Unless terminated pursuant to the provisions of the agreement, we may request up
to two additional one year extensions of the agreement. Verio provides us with a
co-branded web page that we customize with our own introductory text and banner.

         We are an independent contractor and we participate in what is known as
Verio's Web Agent Referral Program - the WARP program. We make residual income
for referring business to Verio. We start by earning 20% of revenue collected
from each and every customer that we refer and that signs up for web hosting
services. The revenue can increase up to 30% when we have signed up in excess of
200 accounts. Verio provides us with a co-branded web page that we customize
with our own introductory text and banner.

         Our agreement with Verio provides that we may not contact or deal with
any of Verio's customers or customers that we have brought to Verio for a period
of two years after the termination of our Warp program. Although we are able to
market and refer customers to other third-party domain name registrars, web
hosting sites or services other than Verio, we have no intention to engage in
such activity. We have no other agreements to provide domain name registration,
web hosting sites or services and we have no intention to enter into such
agreements during the term of our agreement with Verio.

         Our web site is at http://www.pro-active-solutions.com. Our web site
and its contents do not form a part of this Form 10-KSB.

         We can direct our customers to visit our web site to place orders or we
can place orders on behalf of our customers or visitors can access our web site
which allows them to place orders directly. The visitors are tracked through our
web site so when a visitor places an order on our page, we receive a commission
for the sale after the customer makes payment to Verio. If a customer does not
directly place an order from our web site (click-thru from our opening web page
to Verio) or later visits Verio's web site or contacts Verio directly, Verio's
tracking software will not treat that customer as a referral and we will receive
no commission for that customer, unless that customer specifically discloses to
Verio that it is a referral from us.

         In order for us to receive credit for a sale, our visitors to the
co-branded site must have a so-called java script and cookie enabled browser.
Substantially all of the browser's currently used are java script enabled and
cookie enabled. All Netscape Navigator 3.0 or higher or Internet Explorer 3.0 or
higher are java script and cookie enabled. If a visitor cannot or does not
accept the tracking cookie, we will not be able to track the visitor and we will
not be credited for the sale.

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         Under the Warp program, we are not permitted to knowingly market our
referral services to a current customer of Verio and in the event that we
solicit a current customer of Verio to buy services, Verio is under no
obligation under our Warp program to pay a commission to us for the customer.
Further, if a customer cannot or does not accept the tracking cookies from
Verio, we will not receive any commission for any sale.

         Although we consider our web site "under construction," the web site is
available to be accessed on the world wide web. We have defined "under
construction" to mean that we intended to make substantive changes or
improvements to the web site. We have been a referral agent of Verio since May,
2001, we have derived no revenues from any customers because we have not
commenced any marketing activity.

         We have not expended any monies during each of the last two fiscal
years on research and development activities applicable to our web site. All
development activities to date have been provided to us by Verio at no cost or
expense. Accordingly, none of the research and development costs will be borne
directly by our customers. Other than these initial web site development, we
have not undergone any other research and development activity.

         Our agreement with Verio can be terminated immediately, without notice,
at any time, in the event that we breach any of the covenants, terms or
conditions of the agreement which have not been cured for a period of ten days
after notice by Verio to us, an assignment by us for the benefit of creditors or
our seeking protection under the Bankruptcy Act, or Verio is unable to provide
the agreed upon services by reason of any law, rule, regulation, order of any
governmental authority having jurisdiction over its business.

         We refer all of our domain registration and web hosting services to
Verio. This is accomplished through hypertext links. These "hyperlinks" allow a
visitor to our web site (co-branded web page) to easily and quickly
click-connect to Verio's location on the world wide web. Verio is a large web
hosting company and a provider of comprehensive internet services. Although
potential customers could go directly to Verio (or any other third party)
provider of domain registration services, web hosting services and e-commerce
services, we believe that the so-called low end, entry level services which we
will market, through Verio's web agent referral program, constitutes a niche
wherein we may be able to achieve residual income for referring customers to
Verio through the use of a user friendly web site. We have defined low-end,
entry-level services that we market to be a service that is available at a low
cost for the consumer not advanced in complexity for the user to take advantage
thereof.

                                       6

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         Verio provides locally based sales and engineering support for its
internet services in the large metropolitan statistical areas in the United
States and provides web hosting services to customers in more than 170
countries. Its scale in both internet access and web hosting allows Verio to
provide robust, high-quality, and expandable service platforms to meet its
customer's internet needs. Any business customer utilizing the internet is a
potential customer for Verio. By combining its national scale with local
presence, Verio's business strategy has given it a competitive edge in offering
both internet access and web hosting service platforms.

         We became a Warp agent by applying to Verio to become a participant in
one of a number of partner and reseller programs that they have established and
that they market to companies involved with internet services. We contacted
Verio and we investigated various programs that they have designed for companies
to provide their clients with a broad range of comprehensive internet services.
After reviewing various programs, we decided that the Warp program which allows
us to collect a commission for referring qualified clients interested in
securing Verio services with Verio managing all activities associates with
closing a sale and providing customer billing and support would be the type of
relationship that we would like to initially establish with Verio. The
application process involves the completion and submission of a partner profile.
Thereafter, Verio reviewed the profile and contacted us to review the program
and our eligibility. After a discussion, we were asked to enter into the Warp
program. The process is conducted through phone contact and facsimile
transmission of agreements, or e-mail communications of the agreements. Our
attorney assisted us with the various steps and assisted us with the
negotiations with Verio.

         Although we only plan to market our domain registration and web hosting
services, because a visitor to our co-branded web site is hyperlinked to Verio's
web site and is tracked through the use of "cookies," additional referral income
may be available to us in connection with the referrals. We intend to customize
our web site supplied by Verio with information directed solely to referring the
domain registration and web hosting services. Accordingly, we do not expect to
generate revenues from customers utilizing any services other than those
applicable to the registration of domain names and/or utilizing the web hosting
services.

                                       7

<PAGE>

Verio.

         Verio (a subsidiary of Nippon Telegraph and Telephone Company) is a web
hosting company and a provider of comprehensive internet services. Verio has a
network of 31 bases in 21 countries for global services and provides services in
more than 50 countries. It has more than 4,000 resellers in the United States
and in more than 170 other countries. Verio has preferential marketing
agreements with other internet online companies, provides private label and
co-branded distribution relationships with telecommunications companies and also
has in-house telemarketing operations. While basic internet access and web
hosting services constitute the predominate services offered by Verio, Verio's
focus is on the so-called "enhanced services," what is deemed to be the fastest
growing segment of the internet services market. An enhanced service is defined
to encompass a dedicated server, a single computer fully devoted to the needs of
one customer which allows for faster access to information and provides greater
flexibility in software, site traffic management, and scalability. It also
includes so-called dual server systems - through a dual server setup, web server
processes, application transactions, and database queries can be segregated for
optimal processing and input and output availability and performance. Variations
of the systems are known as clustering systems - a system which is scalable from
two to multiple front-end web servers, with the addition of a third web server,
and multi site systems, a web hosting system designed for environments that put
a high value on maximum up time and redundant - multiple hosting configurations.
Verio, in each of the these enhanced services, generally has multiple employees
assigned to the task with dedicated account management and dedicated network
monitoring. As business users of the internet adopt enhanced services, they also
require additional bandwith and web site functionality to support their expanded
use of the internet.

         If our customer uses the enhanced web hosting services, we will also
receive the referral commission under our agreement with Verio.

         Verio believes that internet connectivity and enhanced internet
services (including web hosting) represents two of the fastest growing segments
of the telecommunications services market. As business users of the internet
adopt enhanced services, they also require web side functionality to support
their expanded use of the internet. Many companies find that an out-sourced
solution, such as using Verio's internet connectivity and web-hosting services,
to be a solution must cost effective, because the company typically lacks the
technology experience, capital, personnel, or ability to bear the time-to-market
and operating risks to install, maintain and monitor their own web servers and

                                       8

<PAGE>

internet connectivity. Small and medium-size businesses generally seek an
internet service provider who are readily available to respond to technical
issues, who can assist in developing and implementing the customer's effective
use of the internet, and with whom they can establish a stable and long-term
relationship. Although we intend only to refer customers to Verio in connection
with the selling of domain name registration services and web site hosting
services, as the customer grows in size, they will be able to take advantage of
any and all services offered to customers by Verio. We will not be able to
control the type of services offered to the referrals by Verio, although we may
be able to receive some residual income depending on the services rendered.

         Although potential customers could go directly to Verio (or any other
third party) provider of domain registration services, web hosting services and
e-commerce services, we believe that the so-called low end, entry level services
which we market, through Verio's web agent referral program, constitutes a niche
wherein we may be able to achieve commission income for referring customers to
Verio through the use of a user friendly web site. This is the compensation
received which is a percentage of the customer's sale. Verio's large existing
customer base and strong, balance position in both the internet access and web
hosting service platforms gives Verio a competitive edge in offering its
services which include applications hosting, e-commerce, premier data centers,
managed services, co-location and security products.



Risk Factors.

         In addition to the other information in this Form 10-KSB, the following
risk factors should be considered carefully in evaluating our business or before
purchasing any of our shares of common stock. Ownership of our common stock is
speculative and involves a lot of risks.


         1.    An investment in our shares of common stock involves a high
               degree of risk and you may lose your entire investment.

         We have no operating history nor have we received any revenues or
earnings from operations. We have no significant assets or financial resources.
We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until we have generated substantial revenues from customers
registering domain names and/or utilizing web hosting services.

         2.    Unless we obtain loans or additional funding, we may not be able
               to continue as a going concern.

         Our auditor's going concern opinion and the notation in the financial
statements indicate that we do not have significant cash or other material
assets and that we are relying on advances from shareholders, officers and
directors to meet limited operating expenses. Our financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern.


                                       9

<PAGE>

         Without the implementation of any marketing plan, our current "burn
rate" is less than $49 per month. Upon implementation of our marketing plan, we
expect that our "burn rate" will increase to approximately $800 per month. Not
to exceed $500 per month will be expended for the strategic listing of our web
site with major search engines. The balance will be utilized in connection with
establishing reciprocal click-thru agreements with complimentary web site and
for the expenses of having us comply with the federal securities laws. The
officers and directors have orally agreed to fund our "burn rate," pay all
expenses of having us comply with the federal securities laws (and being a
public company) and had orally agreed to extend, if required, a "line of credit"
in the amount of $10,000, without interest, to implement our marketing plan. The
line of credit expired on April 30, 2004. No funds were drawn down on the line
of credit.

         If we do not raise additional capital or obtain funding, we may not be
successful. As a development stage company with no operations and no revenues,
it may be difficult or impossible to obtain any additional funding through
commercial loans or private loans, on terms which may be deemed to be acceptable
to us.

         3.    We currently commenced business operations and have no current
               operating history which makes an evaluation of us difficult.

         We have no operating history and we did not have any business prior to
our organization. As of May 31, 2004, we had incurred losses and we expect
losses to continue. There is nothing at this time on which to base an assumption
that our business plan will prove successful, and there is no assurance that we
will be able to operate profitably.

         4.    Our success is dependent on management which has other full time
               employment, has limited experience and will only devote limited
               part time working for us which makes our future even more
               uncertain.

         As compared to many other public companies, we do not have any
technical personnel. Our management has no experience with the domain
registration and web hosting business. Furthermore, our officers and directors
will not be employed by us as they are involved with other businesses and have
other interests which could give rise to conflicts of interest with respect to
the amount of time devoted to our business.

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<PAGE>

         5.    In addition to having no full time management and lack of
               experience in the domain registration and web hosting business,
               if we lose Anita T. Panganiban, our business would be impaired.

         Our success is heavily dependent upon the continued participation of
our president, Anita T. Panganiban. Loss of her services could have a material
adverse effect upon our business development. We intend to rely upon Anita
Panganiban to negotiate for the development of our web side, for the strategic
listing of our web sites and for arranging for the reciprocal click-thru
agreements with complementary web sites. We do not maintain "key person" life
insurance on Anita T. Panganiban's life. We do not have a written employment
agreement with Anita T. Panganiban. There can be no assurance that we will be
able to recruit or retain other qualified personnel, should it be necessary to
do so.

         6.    Our officers and directors are the principal shareholders and
               will be able to approve all corporate actions without shareholder
               consent and will control our Company.

         Our principal shareholders Anita T. Panganiban, Carol Suzanne Collins
and Robert Lee Collins currently own approximately 65.9% of our common stock.
They will have significant influence over all matters requiring approval by our
shareholders, but not requiring the approval of the minority shareholders. In
addition, they are directors and will be able to elect all of the members of our
board of directors, allowing them to exercise significant control of our affairs
and management. In addition, they may transact most corporate matters requiring
shareholder approval by written consent, without a duly-noticed and duly-held
meeting of shareholders.

         7.    We face competition from other entities providing services
               similar to ours; accordingly, we may not be able to compete
               effectively with other selling organizations and with other
               entities providing services similar to ours.

         We face competition from many entities providing referral services
similar to ours. The market for the providing of domain registration and web
service hosting is extremely competitive, highly fragmented, and has no
substantial barriers to entry. Verio is also a direct competitor of ours. Our
unproven market strategy will include the strategic listing of our web site with
major search engines so our customers can find us and will include reciprocal
click-thru agreements with complementary web sites who may refer customers to
our web site. Although we are reliant upon Anita T. Panganiban, our president,
for implementing our marketing strategy, the limited part-time contribution of
her time may not be sufficient for us to implement our marketing strategy.
Domain registration services

                                       11
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supplied by competitors are substantially identical in nature but web hosting
services can be more specialized.

         There can be no assurance that we will be able to compete effectively
in this highly competitive industry, which could have a material impact upon
market acceptance of our referral services.

         8.    Our plan of operation may incorporate estimates rather than
               actual figures. Our plan of operation and the implementation of
               our plan of operation assume that our estimates are correct,
               however, the actual results may differ materially and adversely
               when the actual figures are determined.

         The discussion of our plan of operation is management's best estimate
and analysis of the potential market, opportunities and difficulties that we
face. There can be no assurances that the underlying assumptions accurately
reflect our opportunities and potential for success. Competitive and economic
forces make forecasting of revenues and costs difficult and unpredictable. Our
plan of operation now also includes adding one or more business components to
our current plan of operation that may include seeking a business combination
with entities having established operating histories. There can be no assurance
that we will be successful in locating candidates meeting such criteria. In the
event we complete a business combination, of which there can be no assurance,
the success of our operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond our control.

         9.    You will receive no cash dividends on your investment.

         We have never paid dividends. We do not anticipate declaring or paying
dividends in the foreseeable future. Our retained earnings, if any, will finance
the development and expansion of our business. Our dividends will be at our
board of directors' discretion and contingent upon our financial condition,
earnings, capital requirements and other factors. Future dividends may also be
affected by covenants contained in loan or other financing documents we may
execute. Therefore, there can be no assurance that cash dividends of any kind
will ever be paid. We have declared a 5.76 for 1 stock dividend on September 1,
2004 to shareholders of record on September 13, 2004, payable on September 15,
2004.

         10.   If we issue future shares, present investors' per share value
               will be diluted.

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<PAGE>

         We are authorized to issue a maximum of 25,000,000 shares of common
shares. As of May 31, 2004, there were 2,200,000 shares issued and outstanding.
The board of directors' authority to issue common stock without shareholder
consent may dilute the value of your common stock. The stock dividend that has
been declared does not result in any dilution in the present investors' per
share ownership. The number of issued and outstanding shares will increase from
2,200,000 to approximately 14,872,000.

         11.   Our common stock is traded on a sporadic basis and you may have
               no or a limited ability to sell the shares.

         There is a limited and sporadic public trading market for our shares of
common stock. The symbol is GCPO.

         There can be no assurance that any market for our common stock will be
sustained. Therefore, if you purchase our common stock you may be unable to sell
them. Accordingly, you should be able to bear the financial risk of losing your
entire investment.

         12.   If our common stock does not meet blue sky resale requirements,
               certain shareholders may be unable to resell our common stock.

         The resale of common stock must meet the blue sky resale requirements
in the states in which the proposed purchasers reside. If we are unable to
qualify the common stock and there is no exemption from qualification in certain
states, the holders of the common stock or the purchasers of the common stock
may be unable to sell them.

         13.   Our shareholders may face significant restrictions on the resale
               of our common stock due to state "blue sky" laws or if we are
               determined to be a "blank check" company.

         There are state regulations that may adversely affect the
transferability of our common stock. We have not registered our common stock for
resale under the securities or "blue sky" laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. We
are under no obligation to register or qualify our common stock in any state or
to advise the shareholders of any exemptions.

         Current shareholders, and person who desire to purchase the common
stock in any trading market should be aware that there might be significant
state restrictions upon the ability of new investors to purchase the common
stock.

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<PAGE>

         Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies or in
"blind-pool" offerings, or if such securities represent "cheap stock" previously
issued to promoters or others. Our initial shareholders, because they originally
paid $.10 for each share, may be deemed to hold "cheap stock." These limitations
typically provide, in the form of one or more of the following limitations, that
such securities are:

         (a) Not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;

         (b) Not eligible for the transaction exemption from registration for
non-issuer transactions by a registered broker-dealer;

         (c) Not eligible for registration under the simplified small corporate
offering registration (SCOR) form available in many states;

         (d) Not eligible for the "solicitations of interest" exception to
securities registration requirements available in many states;

         (e) Not permitted to be registered or exempted from registration, and
thus not permitted to be sold in the state under any circumstances.

         Virtually all 50 states have adopted one or more of these limitations,
or other limitations or restrictions affecting the sale or resale of stock of
blank check companies or securities sold in "blind pool" offerings or "cheap
stock" issued to promoters or others. Specific limitations on such offerings
have been adopted in:

                  Alaska            Nevada           Tennessee
                  Arkansas          New Mexico       Texas
                  California        Ohio             Utah
                  Delaware          Oklahoma         Vermont
                  Florida           Oregon           Washington
                  Georgia           Pennsylvania
                  Idaho             Rhode Island
                  Indiana           South Carolina
                  Nebraska          South Dakota

         Our secondary may only be conducted in those jurisdictions where an
applicable exemption is available or where the shares have been registered.

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<PAGE>

         We do not have any legal opinions as it relates to whether we are a
blind pool or blank-check company. The Securities and Exchange Commission have
adopted a rule (Rule 419) which defines a blank-check company as (i) a
development stage company, that is (ii) offering penny stock, as defined by Rule
3a51-1, and (iii) that has no specific business plan or purpose or has indicated
that its business plan is engage in a merger or acquisition with an unidentified
company or companies. Certain jurisdictions may have definitions that are more
restrictive than Rule 419. We have been informed that the Securities and
Exchange Commission has cautioned that "it will scrutinize registered offerings
for attempts to create the appearance that the registrant... has a specific
business plan, in an effort to avoid the applicable of Rule 419. Provisions of
Rule 419 apply to every registration statement filed under the Securities Act of
1933, as amended, relating to an offering by a blank-check company. We have
never filed a registration statement under the Securities Act of 1933, as
amended.

         If we are later determined to be a so-called "blank check" company, our
shareholders will be required to file a registration statement under the
Securities Act of 1933, as amended, prior to the resale of the common stock,
unless there exists a transactional or security exemption for such sale under
the Securities Act of 1933, as amended. Current shareholders and person who
desire to purchase the common stock in any trading market that may develop in
the future, should be aware that the we are under no obligation to register the
shares on behalf of our shareholders under the Securities Act of 1933, as
amended.

         14.   Our common stock may be subject to significant restriction on
               resale due to federal penny stock restrictions.

         The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly

                                       15
<PAGE>

account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.

         These disclosure requirements may have the effect of reducing the level
of trading activity in any secondary market for our stock that becomes subject
to the penny stock rules, and accordingly, shareholders of our common stock may
find it difficult to sell their securities, if at all.

         15.   Our present management most likely will not remain if we complete
               a business combination.

         A business combination involving the issuance of shares of our common
stock will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in us. Any such business combination may
require our majority shareholders to surrender for cancellation some or all of
the shares held by them, and/or resign as members of the board. The resulting
change in our control could result in removal of one or more present officers
and directors and a corresponding reduction in or elimination of their
participation in our future affairs. It may also result in a change in our
primary plan of business.

         16.   If and when we do any business combinations, each shareholder
               will most likely hold a substantially lesser percentage ownership
               in the Company.

         Our plan of operation is based upon our referral business and also
based upon a business combination with a private concern that, in all
likelihood, may result in the Company issuing securities to shareholders of any
such private company. The issuance of our previously authorized and unissued
common stock would result in reduction in percentage of shares owned by our
present and prospective shareholders and may result in a change in our control
or in our management.



Item 2.  DESCRIPTION OF PROPERTY.

         Our executive offices are located at 6767 West Tropicana Avenue, Suite
207, Las Vegas, Nevada 89103-4754 wherein we have space supplied by our
registered agent without cost pursuant to an oral agreement, on a month to month
basis. The space is approximately 200 square feet total, of which we are
supplied with a shared desk and chair area without charge. We feel that this
space is adequate for our needs at this time, and we feel that we will be able
to locate adequate space in the future, if needed, on commercially reasonable
terms.


                                       16
<PAGE>

Item 3.  LEGAL PROCEEDINGS.

         There is no litigation pending or threatened by or against the Company.


Item 4.  SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.

         There have been no matters submitted to the Company's security holders.


Item 5.  MARKET FOR COMMON COMPANY EQUITY AND RELATED STOCKHOLDER MATTER.

Market Information and Market Price.

Market Price.

         There is a very limited and sporadic public trading market for our
shares of common stock. We believe that the last reported trade was on August
10, 2004 at $2.00 per share. As of September 3, 2004, the ask price was $5.00
and the bid price was $1.90.

         Our trades are reported on the OTC Bulletin Board System and our
trading symbol is GCPO.

         The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability

                                       17
<PAGE>

determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

         For the initial listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $4 million or market capitalization of $50 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

         For continued listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $2 million or market capitalization of $35 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.


Shareholders.

         As of May 31, 2004 and as of the date hereof, there were 25 holders of
record of our common stock.

Voting Rights.

         Each share of common stock entitles the holder to one vote, either in
person or by proxy, at meetings of shareholders. The holders are not permitted
to vote their shares cumulatively. Accordingly, the holders of common stock
holding, in the aggregate, more than fifty percent of the total voting rights
can elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of such directors. The vote of the
holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.

                                       18
<PAGE>


         Section 2115 of the California General Corporation law, however,
provides that a corporation incorporated under the laws of a jurisdiction other
than California, but which has more than one-half of its "outstanding voting
securities" and which has a majority of its property, payroll and sales in
California, based on the factors used in determining its income allocable to
California on its franchise tax returns, may be required to provide cumulative
voting until such time as the Company has its shares listed on certain national
securities exchanges, or designated as a national market security on NASDAQ
(subject to certain limitations). Accordingly, holders of the our common stock
may be entitled to one vote for each share of common stock held and may have
cumulative voting rights in the election of directors. This means that holders
are entitled to one vote for each share of common stock held, multiplied by the
number of directors to be elected, and the holder may cast all such votes for a
single director, or may distribute them among any number of all of the directors
to be elected.

         Our existing directors who are also shareholders, acting in harmony,
will be able to elect all of the members of our board of directors even if
Section 2115 is applicable.

Dividend Policy.

         All shares of common stock are entitled to participate proportionally
in dividends if our board of directors declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common stock. We have not paid any dividends since our inception and presently
anticipate that all earnings, if any, will be retained for development of our
business.

         On September 2, 2004, our board of directors declared a 5.76 for 1
share dividend, the additional shares of common stock are payable to our
shareholders of record as of September 13, 2004, with the payment date to be
September 15, 2004.

         Any future dividends will be at the discretion of our board of
directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Therefore, there can be no assurance that any dividends on the common stock will
be paid in the future.

Miscellaneous Rights and Provisions.

         Holders of common stock have no preemptive or other subscription
rights, conversion rights or rights of redemption. In the event of our

                                       19
<PAGE>

dissolution, whether voluntary or involuntary, each share of common stock is
entitled to share proportionally in any assets available for distribution to
holders of our equity after satisfaction of all liabilities.

         Our articles of incorporation and bylaws do not contain any provision
which would delay, defer, or prevent a change in our control. Further, our
articles of incorporation and bylaws permit us to engage in any business and
that business can be different than our referral business.

Transfer Agent.

         Our transfer agent is:

             Pacific Stock Transfer Company
             500 E. Warm Springs, Suite 240
             Las Vegas, Nevada 89119
             (702) 361-3033
             (702) 433-1979 (fax)

CUSIP Number.

         Our CUSIP number is 36938Q 10 3

Shares Eligible for Sale.

         As of the date of this report, all of the issued and outstanding shares
of the Company's Common Stock held by non-affiliates (approximately 740,000
shares) are eligible for sale under Rule 144 promulgated under the Securities
Act of 1933, as amended, subject to certain limitations included in said Rule.

         In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

         In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11), if six conditions are met:

                                       20
<PAGE>


         (1)   Current public information must be available about the issuer
               unless sales are limited to those made by nonaffiliates after two
               years.

         (2)   When restricted securities are sold, generally there must be a
               one-year holding period.

         (3)   When either restricted or nonrestricted securities are sold by an
               affiliate after one year, there are limitations on the amount of
               securities that may be sold; when restricted securities are sold
               by non-affiliates between the first and second years, there are
               identical limitations; after two years, there are no volume
               limitations for resales by non-affiliates.

         (4)   Except for sales of restricted securities made by nonaffiliates
               after two years, all sales must be made in brokers' transactions
               as defined in Section 4(4) of the Securities Act of 1933, as
               amended, or a transaction directly with a "market maker" as that
               term is defined in Section 3(a)(38) of the 1934 Act.

         (5)   Except for sales of restricted securities made by nonaffiliates
               after two years, a notice of proposed sale must be filed for all
               sales in excess of 500 shares or with an aggregate sales price in
               excess of $10,000.

         (6)   There must be a bona fide intention to sell within a reasonable
               time after the filing of the notice referred to in (5) above.


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

Financial Condition.

         We currently have cash of $8,500 and $5,175 in prepaid expenses which
constitutes our total assets.

         We have had no revenues for the years ending May 31, 2004 and May 31,
2003. During the year ending May 31, 2004, we incurred general, selling and
administrative expenses of $9,077 as compared to $10,863 for the year ended May
31, 2003 or a decrease of $1,786.

         Our web site has been accessed by visitors and we may have sales
pending. Our loss from inception through May 31, 2004 is $29,917. Without the
implementation of any marketing plan, our current "burn rate" is less than $49
per month. Upon implementation of our marketing plan, we expect that our "burn
rate" will increase to approximately $800 per month. Not to exceed $500 per

                                       21
<PAGE>

month will be expended for maintaining our web site and for the strategic
listing of our web site with major search engines. The balance of approximately
$300 will be utilized in connection with establishing reciprocal click-through
agreements with complementary web site and for the expenses of having us comply
with the federal securities laws.

         The officers and directors have agreed to fund our "burn rate," pay all
offering expenses and expenses of having us comply with the federal securities
laws (and being a public company) and had orally agreed to extend, if required,
a "line of credit" in the amount of $10,000, without interest, to implement our
marketing plan. The line of credit expired April 30, 2004. No funds had been
drawn down on the line of credit.

         Although we may need additional financing, we have no plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities or the obtaining of additional loans or financial
accommodations.
         As we are deemed to be a development stage company, we have a net loss
and may not be profitable in the future. If we do not achieve any revenue growth
sufficient to absorb our planned expenditures, we could experience additional
losses in future periods.

         Over the next twelve months, subject to obtaining financing, we plan to
market our web site and we will do domain registration and web hosting sales. We
will require additional funds to market our web site. Our cost of maintaining
the web site, without any marketing costs and expense, should not exceed the sum
of $49.00 per month. We are obligated to Verio during the term of WARP agreement
in connection with this expense. Upon implementation of our marketing plan, we
expect that our "burn rate" will increase to approximately $800 per month. Not
to exceed $500 per month will be expended for maintaining our web site and for
the strategic listing of our web site with major search engines. The balance of
approximately $300 will be utilized in connection with establishing reciprocal
click-through agreements with complementary web site and for the expenses of
having us comply with the federal securities laws. If adequate funds are not
available to us, we believe that our business development will be adversely
affected.

         Our objective will be to market the web site upon full completion of
its development - after we feel it is no longer "under construction." This
marketing strategy is subject to our having sufficient funding to carry out our
plan which will include the following elements:

                                       22
<PAGE>


         1.    Strategic listing of our web site with major search engines in
               order to increase the visibility of our web site when users enter
               applicable keywords, such as "domain registration" and "web site
               hosting," with major search engines. We believe that many of the
               people looking for information concerning domain registration and
               web site hosting will enter those keywords with major search
               engines in order to find relevant web sites. Our objective will
               be to ensure that our site is frequently cited by major search
               engines when these keywords are searched; and

         2.    Reciprocal click-through agreements with complementary web sites
               who are prepared to allow us to place links to our web site on
               their web sites in consideration for us permitting a reciprocal
               link to their web site on our web site.

         The exact nature of our marketing plan will depend on a number of
factors, including the availability of funds to implement our marketing plan and
internet marketing conditions and practices at the time we complete development
of our web site. We may pursue different marketing strategies from the marketing
strategies listed above.

         Until such time as we market our web site, if ever, we may not have
revenues from our operations. We anticipate that if our web site is properly
marketed, we will generate revenues from the sale of domain registration and web
hosting sales. There is no assurance that we will be successful in selling our
services on our web site. We have no other sources of revenue. As such, if we
are not successful in this regard, we will be unable to achieve revenues under
our current business plan.

         We do not anticipate significant research and development expenses over
the next twelve months. We do not expect to purchase or sell any plant and
significant equipment or make any significant changes in the number of employees
over the next twelve months.

         We will continue to carefully control our expenses as we move forward
with the implementation of our business plan.

         The Company has neither considered nor conducted any research
concerning qualitative and quantitative market risk.

         In October 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
which supersedes SFAS No. 121, "Accounting for the Impairment or Disposal of

                                       23
<PAGE>

Long-Lived Assets and for Long-Lived Assets to be Disposed of," but retains many
of its fundamental provisions. Additionally, this statement expands the scope of
discontinued operations to include more disposal transactions. SFAS No. 144 was
adopted by the Company for the fiscal year ended December 31, 2002. The Company
believes that the adoption of this standard will have no material impact on its
financial statements.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"). This Statement
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." This Statement requires that a liability for costs associated
with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred. This pronouncement is effective for
exit or disposal activities that are initiated after December 31, 2002.

         In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. The Interpretation expands on the
accounting guidance of FAS 5, Accounting for Contingencies, FAS 57, Related
Party Disclosures, and FAS 107, Disclosures about Fair Value of Financial
Instruments, and incorporates without change the provisions of FIN 34,
Disclosure of Indirect Guarantees of Indebtedness of Others, an interpretation
of FASB Statement No. 5, which is being superseded. FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan guarantees,
such as standby letters of credit. It also clarifies that at the time a company
issues a guarantee, the company must recognize an initial liability for the fair
value, or market value, of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual financial statements.
FIN 45 will be effective to the Company on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company believes that the
adoption of this standard will have no material impact on its financial
statements.

         In December 2002, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation, Transition
and Disclosure." SFAS No. 148 provides alternative methods of transition for a

                                       24
<PAGE>

voluntary change to the fair value based method of accounting for stock-based
employee compensation. SFAS No. 148 also requires that disclosures of the pro
forma effect of using the fair value method of accounting for stock-based
employee compensation be displayed more prominently and in a tabular format.
Additionally, SFAS No. 148 requires disclosure of the pro-forma effect in
interim financial statements. The transition and annual disclosure requirements
of SFAS No. 148 are effective for fiscal years ended after December 15, 2002.
The interim disclosure requirements are effective for interim periods beginning
after December 15, 2002. The Company believes that the adoption of this standard
will have no impact on its financial statements.

         In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46").
Under that interpretation, certain entities known as "Variable Interest
Entities" ("VIE") must be consolidated by the "primary beneficiary" of the
entity. The primary beneficiary is generally defined as having the majority of
the risks and rewards arising from the VIE. For VIE's in which a significant
(but not majority) variable interest is held, certain disclosures are required.
FIN 46 requires disclosure of Variable Interest Entities in financial statements
issued after January 31, 2003, if it is reasonably possible that as of the
transition date: (1) the Company will be the primary beneficiary of an existing
VIE that will require consolidation or, (2) the Company will hold a significant
variable interest in, or have significant involvement with, an existing VIE. Any
VIEs created after January 31, 2003, are immediately subject to the
consolidation guidance in FIN 46. The measurement principles of this
interpretation will be effective for the Company's 2003 financial statements.
The Company does not have any entities that require disclosure or new
consolidation as a result of adopting the provisions of FIN 46.

         During April 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which amends
and clarifies financial accounting and reporting for certain derivative
instruments. We do not anticipate the adoption of this statement to have any
impact on our financial statements, as we are not currently a party to
derivative financial instruments included in this standard.

         During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,"

                                       25
<PAGE>

which establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. We do
not anticipate the adoption of this statement to have any impact on our
financial statements, as we are not currently a party to such instruments
included in this standard.

         In addition, it is probable that we may seek a new business opportunity
or business combination over the next six month period of time. Our majority
shareholders have had preliminary negotiations to effectuate a business
combination and adding new officers and directors to our board. We have been
informed that, if, pursuant to any arrangement or understanding with the person
or persons acquiring securities in a transaction subject to the 1934 Act, any
persons are to be elected or designated as directors of the Company, otherwise
than at a meeting of security holders, and the persons so elected or designated
will constitute a majority of the directors of the Company, then, not less than
10 days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.

         We have been informed that the Securities and Exchange Commission is
considering whether to propose amendments to the Form 8-S and the Form 8-K for
certain entities. The proposed amendments could expand the definition of a
company to be broader than a company with no or nominal operations/assets or
assets consisting of cash and cash equivalents, the amendments may prohibit the
use of a From S-8 (a form used by a corporation to register securities issued to
an employee, director, officer, consultant or advisor, under certain
circumstances), and may revise the Form 8-K to require the company to include
current Form 10 or Form 10-SB information, including audited financial
statements, in the filing on Form 8-K that the company files to report the
acquisition of the business opportunity.


         We have been informed that in July 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards "SFAS" No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires business combinations initiated after June 30,

                                       26
<PAGE>

2001 to be accounted for using the purchase method of accounting, and broadens
the criteria for recording intangible assets separate from goodwill. Recorded
goodwill and intangibles will be evaluated against these new criteria and may
result in certain intangibles being subsumed into goodwill, or alternatively,
amounts initially recorded as goodwill may be separately identified an
recognized apart form goodwill. SGAS No. 142 requires the use of a
non-amortization approach to account for purchased goodwill and certain
intangibles. Under a non-amortization approach, goodwill and certain intangibles
is more than its fair value. Goodwill is the excess of the acquisition costs of
the acquired entity over the fair value of the identifiable net assets acquired.
The Company is required to test goodwill and intangible assets that are
determined to have an indefinite life for impairments at least annually. The
provisions of SFAS No. 142 require the completion of an annual impairment test
with any impairments recognized in current earnings. The provisions of SFAS No.
141 and SFAS No. 142 may be applicable to any business combination referred to
above.

         We have also been informed that any proposed transaction may be
accounted for as a reverse acquisition with the Company being the surviving
registrant. As a result, the shareholders of the acquired business may exercise
control over us. The transaction will be deemed to be a capital transaction
wherein we are treated as a non-business entity. Therefore, the accounting for
the business combination is identical to that resulting from a reverse merger,
except no goodwill or other intangible assets will be recorded. For accounting
purposes, the acquired entity will be treated as the accounting acquirer and,
accordingly, will be presented as the continuing entity.

                                       27
<PAGE>

         We are dependent upon our officers to meet any de minimis costs that we
may incur. Anita T. Panganiban, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for us to comply with
the 1934 Act; provided that he is an officer and director of the Company when
the obligation is incurred. As part of any transaction that may result in the
change in control of the Company, Anita T. Panganiban may forgive the
indebtedness owed to her by us. We are obligated to Anita T. Panganiban for
officer's advances of $20,792 as of May 31, 2004. We will then be dependent upon
our new officer and directors or others to meet any costs and expenses incurred.

         In addition, as part of any transaction that may result in a change in
control of the Company, our officers and directors, who are also majority
shareholders, may be required to surrender for cancellation some or all of the
shares owned by them in us.





Item 7.  FINANCIAL STATEMENTS.

                           PRO-ACTIVE SOLUTIONS, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                                  MAY 31, 2004
                                  MAY 31, 2003





                                       28

<PAGE>

                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    F-1
--------------------------------------------------------------------------------

FINANCIAL STATEMENTS

   Balance Sheets                                                          F-2

   Statements of Income                                                    F-3

   Statements of Stockholders' Equity (Deficit)                            F-4

   Statements of Cash Flows                                                F-5

   Notes to Financial Statements                                    F-6 - F-10
--------------------------------------------------------------------------------


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         To the Board of Directors
         Pro-Active Solutions, Inc.
         Las Vegas, Nevada


         I have audited the accompanying balance sheets of Pro-Active Solutions,
         Inc. (A Development  Stage Company) as of May 31, 2004 and 2003 and the
         related statements of income,  stockholders' equity (deficit), and cash
         flows  for the  years  then  ended  and the  period  January  14,  2000
         (inception)  through May 31, 2004.  These financial  statements are the
         responsibility  of the Company's  management.  My  responsibility is to
         express an opinion on these financial statements based on my audit.

         I conducted  my audit in  accordance  with the  standards of the Public
         Company  Accounting  Oversight Board (United  States).  Those standards
         require  that I  plan  and  perform  the  audit  to  obtain  reasonable
         assurance  about whether the financial  statements are free of material
         misstatement.  An audit includes examining,  on a test basis,  evidence
         supporting the amounts and disclosures in the financial 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.  I  believe  that my audit
         provides a reasonable basis for my opinion.

         In my opinion,  the  financial  statements  referred  to above  present
         fairly, in all material respects,  the financial position of Pro-Active
         Solutions,  Inc. (A  Development  Stage Company) as of May 31, 2004 and
         2003 and the  results  of its  operations  and cash flows for the years
         then ended and the period January 14, 2000 (inception)  through May 31,
         2004, in conformity with U.S. generally accepted accounting principles.

         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 limited operations and has no
         established source of revenue.  This raises substantial doubt about its
         ability to continue as a going concern.  Management's plan in regard to
         these matters is also described in Note 1. The financial  statements do
         not include any adjustments  that might result from the outcome of this
         uncertainty.



         Kyle L. Tingle, CPA, LLC


         June 16, 2004
         Henderson, Nevada

                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                                                       May 31,          May 31,
                                                                                                          2004             2003
                                                                                                 -------------     ------------


                                                           ASSETS

<S>                                                                                              <C>               <C>
          CURRENT ASSETS
               Cash                                                                              $       8,500     $      8,500
               Prepaid expenses                                                                  $       5,175     $      7,875
                                                                                                 -------------     ------------
                      Total current assets                                                       $      13,675     $     16,375
                                                                                                 -------------     ------------

                             Total assets                                                        $      13,675     $     16,375
                                                                                                 =============     ============

                                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
          CURRENT LIABILITIES
               Accounts payable                                                                  $         800     $          0
               Officers advances                                                                        20,792           15,215
                                                                                                 -------------     ------------

                      Total current liabilities                                                  $      21,592     $     15,215
                                                                                                 -------------     ------------



          STOCKHOLDERS' EQUITY (DEFICIT)
               Common stock: $.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding:
                  2,200,000 shares at May 31, 2003:                                              $                 $      2,200
                  2,200,000 shares at May 31, 2004;                                                      2,200
               Additional paid in capital                                                               19,800           19,800
               Accumulated deficit during development stage                                            (29,917)         (20,840)
                                                                                                 -------------     ------------


                      Total stockholders' equity (deficit)                                       $      (7,917)    $      1,160
                                                                                                 -------------     ------------

                             Total liabilities and
                             stockholders' equity (deficit)                                      $      13,675     $     16,375
                                                                                                 =============     ============
</TABLE>


         See Accompanying Notes to Financial Statements.


                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME




                                                                                                                  Jan. 14, 2000
                                                                                  Year Ended        Year Ended   (inception) to
                                                                                     May 31,           May 31,          May 31,
                                                                                        2004              2003             2004
                                                                                ------------     -------------     ------------

<S>                                                                             <C>              <C>               <C>
       Revenues                                                                 $          0     $           0     $          0

       Cost of revenue                                                                     0                 0                0
                                                                                ------------     -------------     ------------

                  Gross loss                                                    $          0     $           0     $          0
       General, selling and
          administrative expenses                                                      9,077            10,863           29,917
                                                                                ------------     -------------     ------------

                  Operating loss                                                $     (9,077)    $     (10,863)    $    (29,917)

       Non-operating income (expense)                                                      0                 0                0
                                                                                ------------     -------------     ------------

                  Net loss                                                      $     (9,077)    $     (10,863)    $    (29,917)
                                                                                =============    =============     ============


                  Net loss per share, basic
                  and diluted                                                   $     (0.00)     $      (0.00)     $      (0.01)
                                                                                ============     =============     ============
                  Average number of shares
                  of common stock outstanding                                      2,200,000         2,200,000        2,200,000
                                                                                ============     =============     ============

</TABLE>

         See Accompanying Notes to Financial Statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)



                                                                                                  ACCUMULATED
                                                                                                    (DEFICIT)
                                                   COMMON STOCK                    ADDITIONAL        DURING
                                            -------------------------------         PAID-IN       DEVELOPMENT
                                                SHARES           AMOUNT             CAPITAL          STAGE             TOTAL
                                            --------------    -------------     -------------    -------------     -------------



<S>                                              <C>          <C>               <C>              <C>               <C>
          Sale of 2,200,000 shares,
             March 5, 2000                       2,200,000    $       2,200     $     19,800     $                 $     22,000

          Net loss, May 31, 2000                                                                          (125)            (125)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, May 31, 2000                  2,200,000    $       2,200     $     19,800     $        (125)    $     21,875

          Net loss, May 31, 2001                                                                          (494)            (494)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, May 31, 2001                  2,200,000    $       2,200     $     19,800     $        (619)    $     21,381

          Net loss, May 31, 2002                                                                        (9,358)          (9,358)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, May 31, 2002                  2,200,000    $       2,200     $     19,800     $      (9,977)    $     12,023

          Net loss, May 31, 2003                                                                       (10,863)         (10,863)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, May 31, 2003                  2,200,000    $       2,200     $     19,800     $     (20,840)    $      1,160

          Net loss, May 31, 2004                                                                        (9,077)          (9,077)
                                            --------------    -------------     ------------     --------------    -------------

          Balance, May 31, 2004                  2,200,000    $       2,200     $     19,800     $     (29,917)    $     (7,917)
                                            ==============    =============     ============     ==============    =============
</TABLE>



         See Accompanying Notes to Financial Statements.


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                                                  Jan. 14, 2000
                                                                                  Year Ended        Year Ended   (inception) to
                                                                                     May 31,           May 31,          May 31,
                                                                                        2004              2003             2003
                                                                                ------------     -------------     ------------


<S>                                                                             <C>              <C>               <C>
         Cash Flows From Operating Activities
             Net loss                                                           $     (9,077)    $     (10,863)         (29,917)
             Adjustments to reconcile net (loss) to cash
             (used in) operating activities:
             Changes in assets and liabilities
             (Increase) decrease in prepaid expenses                                   2,700             2,700           (5,175)
             Increase (decrease) in accounts payable                                     800                 0              800
                                                                                ------------     -------------     ------------

                  Net cash (used in) operating
                     activities                                                 $     (5,577)    $      (8,663)    $    (34,292)
                                                                                -------------    --------------    ------------

         Cash Flows From Investing Activities                                   $          0     $           0     $          0
                                                                                ------------     -------------     ------------

         Cash Flows From Financing Activities
                  Issuance of common stock                                      $          0     $           0     $     22,000
                  Increase in officer payable                                          5,577             8,663           20,792
                                                                                ------------     -------------     ------------

                  Net cash provided by financing
                     activities                                                 $      5,577     $       8,663     $     42,792
                                                                                ------------     -------------     ------------
                  Net increase (decrease) in cash
                     and cash equivalents                                       $          0     $           0     $      8,500

         Cash and cash equivalents,
             beginning of period                                                       8,500             8,500                0
                                                                                ------------     -------------     ------------

         Cash and cash equivalents, end of period                               $      8,500     $       8,500     $      8,500
                                                                                ============     =============     ============

</TABLE>

         See Accompanying Notes to Financial Statements.

                                      F-5

<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF BUSINESS:

         Pro-Active  Solutions,  Inc. ("Company") was organized January 14, 2000
         under  the laws of the  State of  Nevada.  The  Company  currently  has
         limited  operations  through an agreement with Verio,  Inc. The Company
         acts as a  referral  source  for domain  registration  and web  hosting
         provided by Verio. Due to the limited nature of the operations, and, in
         accordance with Statement of Financial  Accounting  Standard (SFAS) No.
         7,  "ACCOUNTING  AND REPORTING BY DEVELOPMENT  STAGE  ENTERPRISES,"  is
         considered a development stage company.

         A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS
         FOLLOWS:

         ESTIMATES

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

         CASH

         For the Statements of Cash Flows,  all highly liquid  investments  with
         maturity of three months or less are considered to be cash equivalents.
         There were no cash equivalents as of May 31, 2004 and 2003.

         INCOME TAXES

         Income taxes are provided for using the liability  method of accounting
         in  accordance  with SFAS No.  109  "ACCOUNTING  FOR  INCOME  TAXES." A
         deferred  tax  asset  or  liability  is  recorded  for  all   temporary
         differences between financial and tax reporting.  Temporary differences
         are  the  differences  between  the  reported  amounts  of  assets  and
         liabilities  and their tax basis.  Deferred tax assets are reduced by a
         valuation  allowance  when,  in the opinion of  management,  it is more
         likely  than not that some  portion or all of the  deferred  tax assets
         will not be realized.  Deferred tax assets and liabilities are adjusted
         for the  effect  of  changes  in tax  laws  and  rates  on the  date of
         enactment.

         REVENUE RECOGNITION

         Revenues are recognized as incurred. Revenues are from the registration
         of domain names through the website domain registration  agreement with
         Verio,  Inc. As of May 31,  2004,  the Company had not  registered  any
         domain  names  through  its  website.  The  cost of the  website  would
         normally  be  considered  a cost of sales.  Due to the lack of revenues
         from the website, web hosting is considered an operating expense of the
         Company.


                                      F-6

<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         GOING CONCERN

         The Company's  financial  statements  are prepared in  accordance  with
         generally accepted accounting principles applicable to a going concern.
         This  contemplates  the  realization  of assets and the  liquidation of
         liabilities  in the normal course of business.  Currently,  the Company
         does not have significant  cash of other material  assets,  nor does it
         have  operations  or a  source  of  revenue  sufficient  to  cover  its
         operation costs and allow it to continue as a going concern.  Until the
         Company has sufficient  operations,  the  stockholders,  officers,  and
         directors  have  committed  to  advancing  the  operating  costs of the
         company.

         NEW ACCOUNTING PRONOUNCEMENTS

         In January 2003, the Financial  Accounting  Standards Board issued FASB
         Interpretation  No. 46,  Consolidation  of Variable  Interest  Entities
         ("FIN  46").  Under  that  interpretation,  certain  entities  known as
         "Variable  Interest  Entities"  ("VIE")  must  be  consolidated  by the
         "primary  beneficiary"  of  the  entity.  The  primary  beneficiary  is
         generally  defined  as having  the  majority  of the risks and  rewards
         arising  from  the VIE.  For  VIE's  in  which a  significant  (but not
         majority) variable interest is held, certain  disclosures are required.
         FIN 46 requires  disclosure of Variable  Interest Entities in financial
         statements issued after January 31, 2003, if it is reasonably  possible
         that as of the  transition  date:  (1) the Company  will be the primary
         beneficiary of an existing VIE that will require  consolidation or, (2)
         the  Company  will hold a  significant  variable  interest  in, or have
         significant  involvement  with, an existing VIE. Any VIEs created after
         January 31, 2003, are immediately subject to the consolidation guidance
         in FIN 46. The measurement  principles of this  interpretation  will be
         effective for the Company's 2003 financial statements. The Company does
         not have any entities that require disclosure or new consolidation as a
         result of adopting the provisions of FIN 46.

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
         133 on Derivative  Instruments and Hedging  Activities."  The Statement
         amends and clarifies accounting for derivative  instruments,  including
         certain  derivative  instruments  embedded in other contracts,  and for
         hedging  activities  under SFAS No. 133.  SFAS No. 149 is effective for
         contracts  entered into or modified  after June 30,  2003,  for hedging
         relationships   designated   after  June  30,  2003,   and  to  certain
         preexisting  contracts.  We  adopted  SFAS No. 149 on July 1, 2003 on a
         prospective basis in accordance with the new statement. The adoption of
         SFAS No. 149 did not have a material impact on our financial  condition
         or results of  operations.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity."  This  Statement  establishes  standards  for  how  an  issuer
         classifies   and   measures   certain   financial    instruments   with
         characteristics  of both liabilities and equity.  SFAS No. 150 requires
         that an issuer classify a financial instrument that is within its scope
         as a liability or, in some  circumstances,  as an asset, with many such
         financial  instruments having been previously  classified as equity. We
         adopted SFAS No. 150 on July 1, 2003.  The FASB is  addressing  certain
         implementation  issues associated with the application of SFAS No. 150.
         In October 2003,  the FASB decided to defer certain  provisions of SFAS
         No.  150  related  to  mandatorily   redeemable  financial  instruments
         representing  non-controlling  interests  in  subsidiaries  included in
         consolidated financial statements. The adoption of SFAS No. 150 did not
         have a  material  impact  on our  financial  condition  or  results  of
         operations.


                                      F-7
<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003



NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In November  2003,  the EITF reached a consensus  on Issue  03-01,  THE
         MEANING  OF  OTHER-THAN-TEMPORARY  IMPAIRMENT  AND ITS  APPLICATION  TO
         CERTAIN  INVESTMENTS (EITF 03-01).  EITF 03-01  establishes  additional
         disclosure  requirements  for each category of FAS 115 investments in a
         loss  position.  Effective  for years ending  after  December 15, 2003,
         companies must disclose the aggregate amount of unrealized  losses, and
         the aggregate  related fair value of their  investments with unrealized
         losses.  Those  investments are required to be segregated by those in a
         loss  position for less than 12 months and those in a loss position for
         greater than 12 months.  Additionally,  certain qualitative disclosures
         should be made to clarify a circumstance  whereby an investment's  fair
         value that is below cost is not  considered  other-than-temporary.  The
         provisions of this  consensus do not have a  significant  effect on our
         financial position or operating results.

         In  November  2003,  the EITF  reached  a  consensus  on  Issue  03-10,
         APPLICATION OF EITF 02-16 BY RESELLERS TO SALES  INCENTIVES  OFFERED TO
         CONSUMERS BY MANUFACTURERS, addressing how a reseller is to account for
         the  redemption  of a  manufacturer's  coupon  by  a  consumer  at  the
         reseller's location (EITF 03-10). EITF 03-10 eliminates the option that
         permitted  resellers to report the value of the consideration  received
         as a reduction in costs of goods sold,  but rather  mandates that it be
         recorded  as revenue.  EITF 03-10 is  applicable  to new  arrangements,
         including  modifications  to  existing  arrangements,  entered  into in
         fiscal  periods  beginning  after  November 25, 2003. The provisions of
         this  consensus  do not  have a  significant  effect  on our  financial
         position or operating results.

NOTE 2.  STOCKHOLDERS' EQUITY

         COMMON STOCK

         The  authorized  common  stock of the Company  consists  of  25,000,000
         shares  with  par  value of  $0.001.  On March  5,  2000,  the  Company
         authorized and issued 22,000 shares of its no par value common stock in
         consideration of $22,000 in cash.

         The Company has not authorized any preferred stock.

         NET LOSS PER COMMON SHARE

         Net loss per share is  calculated  in  accordance  with  SFAS No.  128,
         "EARNINGS  PER SHARE."  The  weighted-average  number of common  shares
         outstanding during each period is used to compute basic loss per share.
         Diluted loss per share is computed using the weighted  averaged  number
         of shares and dilutive  potential common shares  outstanding.  Dilutive
         potential  common shares are  additional  common  shares  assumed to be
         exercised.

         Basic net loss per common share is based on the weighted average number
         of shares of common stock  outstanding  of  2,200,000  during the years
         ended May 31,  2004,  2003,  and since  inception.  As of May 31, 2004,
         2003, and since inception, the Company had no dilutive potential common
         shares.


                                      F-8

<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003


NOTE 3.  INCOME TAXES

         We did not  provide any current or  deferred  U.S.  federal  income tax
         provision or benefit for any of the periods  presented  because we have
         experienced  operating  losses  since  inception.  We  provided  a full
         valuation  allowance on the net deferred tax asset,  consisting  of net
         operating loss carryforwards, because management has determined that it
         is more  likely  than not that we will not earn  income  sufficient  to
         realize the deferred tax assets during the carryforward period.

         The  components of the Company's  deferred tax asset as of May 31, 2004
         and 2003 is as follows:

                                                     2004              2003
                                            -------------     -------------
         Net operating loss carryforward    $      10,471     $       7,294
         Valuation allowance                      (10,471)           (7,294)
                                            --------------    --------------

         Net deferred tax asset             $           0     $           0
                                            =============     =============

         A reconciliation  of income taxes computed at the statutory rate to the
         income tax amount recorded is as follows:
<TABLE>
<CAPTION>

                                                              2004              2003    Since Inception
                                                     -------------     -------------    ---------------
<S>                                                  <C>               <C>              <C>
         Tax at statutory rate                       $       3,177     $       3,802    $      10,471
         Increase in valuation allowance                    (3,177)           (3,802)         (10,471)
                                                     --------------    --------------   --------------

         Net deferred tax asset                      $           0     $           0    $           0
                                                     =============     =============    =============
</TABLE>

         The net  federal  operating  loss  carry  forward  will  expire in 2020
         through 2024.  This carry forward may be limited upon the  consummation
         of a business combination under IRC Section 381.

NOTE 4.  CONTRACTS AND AGREEMENTS

         On May 22, 2001,  the Company  entered into a Web Agent  Agreement with
         Verio,  Inc. The Company became a referral partner and hosts a web site
         to direct  customers  to the web hosting and  registration  services of
         Verio. The  non-cancelable  agreement  requires a payment obligation of
         $75 per month for a period of two years.  The contract allows for three
         one-year  extensions by notifying Verio,  Inc. in writing not more than
         180 and not  less  than 90 days  from  the  expiration  of the  current
         contract.  Verio is to accept the extension before it is effective. The
         Company is comfortable that the extension will be granted.  The Company
         intends to exercise  these  extensions.  Effective May 22, 2002,  Verio
         adjusted  the  contract to a minimum  monthly  fee of $49.  The minimum
         future contract payments are:

                                   Year End              Contract
                                   May 31,               Payment
                                       2005             $     588
                                       2006                   539
                                                        ----------
                              Total future Obligations  $   1,127
                                                        ==========


                                      F-9
<PAGE>


                           PRO-ACTIVE SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003


NOTE 4.  CONTRACTS AND AGREEMENTS (CONTINUED)

         On May 1, 2001, the Company  retained a legal firm,  prepaying  $13,500
         for services related to this contract.  Services are to be provided for
         the three-year term and two one-year renewal periods.  Services include
         paying the monthly fees to Verio, Inc. and reviewing the performance of
         the Company website.  The fee is non-refundable  and no additional fees
         will be required in the normal  course of business for these  services.
         If these costs were for a one-time  performance or start-up of services
         for the new products  provided by the Company,  they would be currently
         expensed as required by Statement of Position  98-5  "REPORTING  ON THE
         COSTS OF  START-UP  ACTIVITIES.  Due to the  continuing  nature  of the
         performance  required  by the  contract,  this  fee  not  considered  a
         start-up  cost and is  amortized  over the life of the  contract,  with
         extensions.

NOTE 5.  RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property.  The
         registered  agent of the corporation  provides office services  without
         charge.  Such costs are  immaterial  to the  financial  statements  and
         accordingly,   have  not  been  reflected  therein.  The  officers  and
         directors for the Company are involved in other business activities and
         may, in the future, become involved in other business opportunities. If
         a specific business  opportunity  becomes  available,  such persons may
         face a conflict  in  selecting  between  the  Company  and their  other
         business  interest.  The  Company has not  formulated  a policy for the
         resolution of such conflicts.

         The Company established a policy that "transactions between the Company
         and its  officers,  directors or five percent  shareholders,  and their
         respective  affiliates,  will be on terms no less  favorable than those
         terms which could be obtained from unaffiliated  third parties and said
         transactions  will be  approved by a majority  of the  independent  and
         disinterested  directors."  Advances from officers  totaled $20,792 and
         $15,215 and May 31, 2004 and 2003, respectively.

NOTE 6.  WARRANTS AND OPTIONS

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




                                      F-10


<PAGE>

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

         There have been no changes or any disagreements with the accountants or
the accountant's findings.



Item 8A. CONTROLS AND PROCEDURES.

         The Company, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were effective as of May 31, 2004
to ensure that 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
Securities and Exchange Commission rules and forms.

         There were no changes in the Company's internal control over financial
reporting during the Company's fiscal period ended May 31, 2004 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                       29
<PAGE>


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

Directors, Officers, Promoters and Control Persons.

         The members of the Board of Directors of the Company serve until the
next annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:

         NAME                               AGES          POSITION

         Anita T. Panganiban                49            President/Director
         6994 27th Street
         Riverside, CA 92509

         Carol Suzanne Collins              41            Secretary/Treasurer/
         13743 San Antonio Ave.                           Director
         Chino, CA 91710

         Robert Lee Collins                 42            Director
         13743 San Antonio Ave.
         Chino, CA 91710

         Anita T. Panganiban, Carol Suzanne Collins and Robert Lee Collins will
serve as the directors until our next annual shareholder meeting to be held
within 120 days after the close of our fiscal year's or until a successor is
elected who accepts the position. Directors are elected for one-year terms.

         ANITA T. PANGANIBAN

         From 1993 to the present, Ms. Panganiban has been the District
Supervisor for Lablex, Inc. Ms. Panganiban is responsible for sales, marketing
and distribution of clothing labels in the Southern California region. Lablex,
Inc. produces and distributes labels for clothing manufactures worldwide.

         CAROL SUZANNE COLLINS

         From 1986 to the present, Ms. Collins has been the Co-Owner/Office
Manager for Collins Industries, Inc. Ms. Collins is responsible for daily
administrative and financial functions of a family owned machine shop and
precision tooling business.

                                       30
<PAGE>

         ROBERT LEE COLLINS

         From 1986 to the present, Mr. Collins has been the Co-Owner/Operations
Manager for Collins Industries. Mr. Collins is responsible for sales,
manufacturing and production functions of a family owned machine shop and
precision tooling business.

         Robert Lee Collins and Carol Suzanne Collins are husband and wife.
Except for this relationship, there are no other family relationships between
our officers and directors.

         The officers and directors may be deemed parents and promoters of the
Company as those terms are defined by the Securities Act of 1933, as amended.
All directors hold office until the next annual stockholders' meeting or until
their death, resignation, retirement, removal, disqualification, or until their
successors have been elected and qualified. Officers of the Company serve at the
will of 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
officers or directors are acting on behalf of or will act at the direction of
any other person. Section 16(a) Beneficial Ownership Reporting Compliance.

Compliance with Section 16(a).

         We have checked the box provided on the cover page of this Form to
indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.


Item 10. EXECUTIVE COMPENSATION.

         No executive compensation has been paid since our inception. We have
paid no compensation or consulting fees to any of our officers or directors and
we are not a party to any employment agreements. We have made no advances and no
advances are contemplated to be made by us to any of our officers or directors.
We have no retirement, pension, profit sharing or stock option plans or
insurance or medical reimbursement plans covering our officers and directors and
we do not contemplate implementing any such plans. On March 5, 2000, Anita T.
Panganiban was appointed as our president, along with the other officers.
Although each of the officers are technically employees, except for Anita T.
Panganiban, none of the officers spent more than two hours per month developing
our business. No value has been assigned to any of the services performed by our
officers (employees) and no compensation will be awarded to, earned by, or paid
to these officers. Anita T. Panganiban is now the only officer who serves as an

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<PAGE>

employee and is the only person who provides services to us in connection with
the implementation of our plan of operation. We do contemplate, however, that
any officer and director will be entitled to reimbursement for out of pocket
expenditures for activities on our behalf. There are no transactions between us
and any third party wherein the purpose of the transaction is to furnish
compensation to any of our officers and directors. We do not anticipate any
compensation to be paid to any officer and director for the fiscal year ended
May 31, 2005.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners.

         The following table sets forth the security and beneficial ownership
for each class of equity securities of the Company for any person who is known
to be the beneficial owner of more than five (5%) percent of our Company.


                                       32
<PAGE>


                  NAME AND                  AMOUNT AND
                  ADDRESS OF                NATURE OF
                  BENEFICIAL                BENEFICIAL       PERCENT
TITLE OF CLASS    OWNER                     OWNER            OF CLASS
---------------------------------------------------------------------

Common            Anita T. Panganiban          550,000       25.0%
                  6994 27th Street
                  Riverside, CA 92509

Common            Carol Suzanne Collins 1/     550,000       25.0%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            Robert Lee Collins 1/        350,000       15.9%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            All Officers and           1,450,000       65.9%
                  Directors as a Group
                  (three [3] individuals)
------------------

1/       Robert Lee Collins and Carol Suzanne Collins are husband and wife. The
         beneficial interest of each is imputed to the other; accordingly,
         Robert Lee Collins and Carol Suzanne Collins, owns, directly or
         beneficially, an aggregate of 900,000 shares or 40.9% of the issued and
         outstanding shares of the Company.

Security Ownership of Management.

         The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of our Company.

                                       33
<PAGE>

                  NAME AND                  AMOUNT AND
                  ADDRESS OF                NATURE OF
                  BENEFICIAL                BENEFICIAL       PERCENT
TITLE OF CLASS    OWNER                     OWNER            OF CLASS
---------------------------------------------------------------------

Common            Anita T. Panganiban          550,000       25.0%
                  6994 27th Street
                  Riverside, CA 92509

Common            Carol Suzanne Collins 1/     550,000       25.0%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            Robert Lee Collins 1/        350,000       15.9%
                  13743 San Antonio Ave.
                  Chino, CA 91710

Common            All Officers and           1,450,000       65.9%
                  Directors as a Group
                  (three [3] individuals)
------------------
1/       Robert Lee Collins and Carol Suzanne Collins are husband and wife. The
         beneficial interest of each is imputed to the other; accordingly,
         Robert Lee Collins and Carol Suzanne Collins, owns, directly or
         beneficially, an aggregate of 900,000 shares or 40.9% of the issued and
         outstanding shares of the Company.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

         Anita T. Panganiban has orally agreed to provide the necessary funds,
without interest, for the Company to comply with the Securities Exchange Act of
1934, as amended, provided that she is an officer and director of the Company
when the obligation is incurred. All such funding will be in the form of a
demand loan. All advances are interest-free.

         In addition to Anita T. Panganiban, each of the other officers and
directors also agreed to pay the expenses of having us comply with the federal
securities laws. These costs and expenses include, but are not limited to, legal
costs and accounting costs incident to the filing of required documents and
shareholder communications.

         Our officers and directors have agreed to fund our "burn rate," our
future obligations under the Warp program and our federal securities compliance
expenses which will also be evidenced by a non-interest bearing promissory note.
The total future obligations under the Warp program through the year ended May
31, 2006, if the contract is extended is $1,127.

                                       34
<PAGE>

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

         There are no reports on Form 8-K incorporated herein by reference.


         The following documents are filed as part of this report:

         23.1     Consent of Kyle L. Tingle, CPA.

         31.1     Certification of Chief Executive Officer.

         31.2     Certification of Chief Financial Officer.

         32.1     Section 906 Certification.

         32.2     Section 906 Certification.


Item 14. CONTROLS AND PROCEDURES [SEE ITEM 8A]

Item 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit fees.

         During fiscal 2004 and fiscal 2003, the aggregate fees billed or
estimated to be billed to us for professional services rendered by Kyle L.
Tingle for the audit of our annual financial statements, review of financial
statements included in our Form 10-QSBs or services normally provided by our
accountants in connection with statutory and regulatory filings or engagements
were $2,000 and $2,500, respectively.

Tax fees.

         During fiscal 2004 and fiscal 2003, the aggregate fees billed to us for
professional services rendered by Kyle L. Tingle for tax compliance, tax advice,
and tax planning were $500 and $0, respectively. The nature of the services
provided consisted in both years of tax return preparation and consulting.

All other fees.

         During fiscal 2004 and fiscal 2002, there were no fees billed to us for
any other products or services provided by Kyle L. Tingle, other than the
services reported above.

Audit Committee and Other Committees.

         As of May 31, 2004 our board of directors had not established an audit
committee.

         We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process.

         Until such time as an audit committee has been established, the board
of directors will continue to undertake those tasks normally associated with an
audit committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61, as may be modified or
supplemented.

                                       35
<PAGE>

                        SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 3, 2004      GENERAL COMPONENTS, INC.



                             By: /s/ ANITA T. PANGANIBAN
                                 -----------------------
                                 Anita T. Panganiban
                                 President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: September 3, 2004      By: /s/ ANITA T. PANGANIBAN__
                                 -----------------------
                                 Anita T. Panganiban
                                 President and Director


Date: September 3, 2004      By: /s/ CAROL SUZANNE COLLINS
                                 --------------------------
                                 Carol Suzanne Collins
                                 Chief Financial Officer,
                                 Treasurer and Director


Date: September 3, 2004      By: /s/ ROBERT LEE COLLINS__
                                 ----------------------
                                 Robert Lee Collins
                                 Director


                                       36