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

                                   Form 10-KSB


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

                                     For the fiscal year ended December 31, 2002


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

         For the transition period from _____________ to________________
                         Commission File No.: 000-49705

                                 GBO CORPORATION
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                        86-0011246
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                             4213 North Tabor Street
                               Mesa, Arizona 85215
--------------------------------------------------------------------------------
          (Address, including zip code, of principal executive offices)


Issuer's telephone number (602) 267-3855

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

Securities registered under Section 12(g) of the Exchange Act: None


                     Common Stock, Par Value $.001 Per Share
                     ---------------------------------------
                                (Title of class)

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

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

                                       1
<PAGE>

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

As of December 31, 2002, we had 20,000,000 shares of our $0.001 par value common
stock  issued  and  outstanding.  As there is no public  trading  market for our
securities,  we are unable to determine the aggregate market value of the common
stock, our only class of voting stock, held by nonaffiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one):   Yes [ ]   No [X]

To simplify  the language in this Form 10-KSB,  GBO  Corporation  is referred to
herein as the "Company" or "We."

                                       2
<PAGE>


                               TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
   The Company
   Business of the Company
   Employees
ITEM 2. DESCRIPTION OF PROPERTIES ............................................ 4
ITEM 3. LEGAL PROCEEDINGS .................................................... 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS .............. 4
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS .. 4
   Market .................................................................... 4
   Holders ................................................................... 4
   Dividends ................................................................. 4
ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION  ......... 5
        & RESULTS OF OPERATION ............................................... 5
   Plan of Operation ......................................................... 5
   Forward-Looking Statements ................................................ 5
ITEM 7. FINANCIAL STATEMENTS ................................................. 5
ITEM 8. CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ............ 5
        & FINANCIAL DISCLOSURE ............................................... 5
PART II
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS ........... 5
   The Directors and Officers of the Company ................................. 5
   Compliance with Section 16(a) of the Exchange Act ......................... 6
ITEM 10. EXECUTIVE COMPENSATION .............................................. 6
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT ........ 6
   Security Ownership of Beneficial Owners ................................... 6
   Security Ownership of Management .......................................... 6
ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS ........................ 7
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K .................................... 7
   Exhibits .................................................................. 7
   Reports on Form 8-K ....................................................... 7
FINANCIAL STATEMENTS .................................................... 8 - 20
SIGNATURES .................................................................. 20

                                       3
<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                                  The Company

GBO Corporation  (the "Company") is a Nevada  corporation  formed on January 18,
2002. Its principal place of business is located at 4213 N. Tabor Street,  Mesa,
Arizona  85215.  The Company  was  organized  to engage in any lawful  corporate
business,  including but not limited to,  participating in mergers with, and the
acquisitions  of,  other  companies.  The Company has been in the  developmental
stage since its inception and has no operating history other than organizational
matters.

                             Business of the Company

The  primary  activity of the Company  currently  involves  seeking a company or
companies  that it can  acquire or with whom it can merge.  The  Company has not
selected  any company as an  acquisition  target or merger  partner and does not
intend to limit potential  candidates to any particular  field or industry,  but
does retain the right to limit  candidates,  if it so chooses,  to a  particular
field or industry. The Company's plans are in the conceptual stage only.

                                    Employees

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

ITEM 2. DESCRIPTION OF PROPERTIES

The Company has no significant assets, property, or operating capital.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to, nor are any of its properties the subject of, any
pending legal proceedings and no such proceedings are known to the Company to be
threatened or contemplated by or against it.

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

No matter was  submitted  to a vote of the  security  holders  during the fourth
quarter of the fiscal year covered by this report.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS

                                     Market

To the knowledge of current  management,  there is no public  trading market for
the Company's common stock

                                     Holders

At  December  31,  2002,  there were  approximately  66 holders of record of the
Company's common stock.

                                    Dividends

The Company has not declared any cash dividends within the past two years of its
common stock, nor does the Company anticipate or contemplate paying dividends in
the foreseeable future.

                                       4
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
        OPERATION

                                Plan of Operation

The Company's plan is to seek, investigate,  and if such investigation warrants,
acquire an interest in one or more  business  opportunities  presented  to it by
persons  or  firms  desiring  the  perceived   advantages  of  a  publicly  held
corporation.  At this  time,  the  Company  has no  plan,  proposal,  agreement,
understanding,  or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation  and  evaluation.  No member of  Management or any promoter of the
Company,  or an affiliate of either,  has had any material  discussions with any
other company with respect to any acquisition of that company.  The Company will
not restrict  its search to any specific  business,  industry,  or  geographical
location,  and may  participate  in business  ventures of virtually  any kind or
nature.  Discussion of the proposed  business  under this caption and throughout
this Financial  Statement is  purposefully  general and is not meant to restrict
the  Company's  virtually  unlimited  discretion  to search for and enter into a
business combination.

                           Forward-Looking Statements

This  statement  includes  projections  of future  results and  "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities  Act"),  and Section 21E of the Securities  Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this  Financial  Statement,  other  than  statements  of  historical  fact,  are
forward-looking  statements.  Although Management believes that the expectations
reflected in these  forward-looking  statements are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been  correct.  Important
factors  that  could  cause  actual  results  to  differ   materially  from  the
expectations are disclosed in this Statement,  including, without limitation, in
conjunction with those forward-looking statements contained in this Statement.

ITEM 7. FINANCIAL STATEMENTS

See attached audited financial statements

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

The  Company is not aware,  and has not been  advised  by its  auditors,  of any
disagreement  on any matter of accounting  principles  or  practices,  financial
statement disclosures, or auditing scope or procedure.


                                     PART II

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

The Directors and Officers of the Company are as follows:

Name                      Age                      Positions and Offices Held

William D. O'Neal          43                      Director/President
                                                   Secretary/Treasurer

                                       5
<PAGE>

William D. O'Neal, 43 years of age, is the sole Officer and Director. Mr. O'Neal
has served as our Sole  Director  since  January 18,  2002 His  current  term as
Director  expires,  subject to re-election,  on January 17, 2003. Mr. O'Neal has
served as President  since his election on January 18, 2002.  Mr. O'Neal holds a
B.A. degree from Berklee College of Music, and a J.D. degree from the University
of Oregon School of Law. He has been a practicing  attorney since 1991. Over the
past five (5) years,  Mr.  O'Neal  has  served as General  Counsel to a publicly
traded  corporation  in  Phoenix,  Arizona,  and is  currently  a  partner  in a
Phoenix-based  private law firm.  Mr. O'Neal is a member in good standing of the
State Bar of Arizona.

                Compliance with Section 16(a) of the Exchange Act

The Company does not have a class of equity  securities  registered  pursuant to
Section 12 of the Exchange Act. As a result, no reports are required to be filed
pursuant to Section 16(a).

ITEM 10. EXECUTIVE COMPENSATION

During the last fiscal  year,  the  Company's  sole officer and director did not
receive any salary, wage or other compensation.  During the current fiscal year,
the  Company  has no  present  plans or means  to pay  compensation  to its sole
officer and director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

As of January 31, 2002, there were 20,000,000 shares of our common stock,  $.001
par value  outstanding.  The following  tabulates holdings of our shares by each
person who,  subject to the above,  at the date of this  registration,  holds of
record or is known by our management to own  beneficially  more than 5.0% of the
common  shares  and,  in  addition,   by  all  of  our  directors  and  officers
individually and as a group. To the best of our knowledge, each named beneficial
owner (1) has sole voting and  investment  power with  respect to the shares set
forth opposite his name.

Security Ownership of Beneficial Owners(1):
-------------------------------------------

Beneficial Owner        Class     Amount       Nature of Ownership    Percentage
--------------------------------------------------------------------------------
William D. O'Neal       Common    19,120,000   Direct                 95.6%
4213 N. Tabor St.
Mesa, AZ 85215
--------------------------------------------------------------------------------

Security Ownership of Management(2):
------------------------------------

Beneficial Owner        Class     Amount       Nature of Ownership    Percentage
--------------------------------------------------------------------------------
William D. O'Neal       Common    19,120,000   Direct                 95.6%
Director/President
Secretary, Treasurer
4213 N. Tabor St.
Mesa, AZ 85215
--------------------------------------------------------------------------------
TOTAL
Common Shares       20,000,000

                                       6
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

                                    Exhibits

EXHIBIT
NUMBER                     DESCRIPTION

3.1      Articles of Incorporation (1)
3.2      Bylaws (1)
99.1     CERTIFICATE OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
         SARBANES-OXLEY ACT OF 2002
99.2     CERTIFICATE OF CHIEF FINANCAIL OFFICER PURSUANT TO SECTION 302 OF THE
         SARBANES-OXLEY ACT OF 2002
99.3     CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Reports on Form 8-K

None

(1) Filed and incorporated by reference on that certain Form 10SB12G filed March
25, 2002.

                                       7
<PAGE>

                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE

COVER SHEET ................................................................ F-1

TABLE OF CONTENTS .......................................................... F-2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT ........................... F-3

BALANCE SHEET, ASSETS ...................................................... F-4

BALANCE SHEET, LIABILITIES AND STOCKHOLDERS' EQUITY ........................ F-5

STATEMENT OF OPERATIONS .................................................... F-6

STATEMENT OF STOCKHOLDERS' EQUITY .......................................... F-7

STATEMENT OF CASH FLOWS .................................................... F-8

NOTES TO FINANCIAL STATEMENTS ........................................... F-9-14



                                      F-2

                                       8
<PAGE>


                               Shelley Intl., CPA
                               161 E. 1st. St. #1
                                 Mesa, AZ 85201
                                 (480) 461-8301


                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------

To the Board of Directors
GBO CORPORATION

     I have  audited  the  accompanying  balance  sheet of GBO  Corporation,  (a
Development Stage Company) as of December 31, 2002 and the related statements of
operations, stockholders' equity, and cash flows for the period from January 18,
2002  (inception)  to December  31, 2002.  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  auditing  standards  generally
accepted in the United States of America.  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 GBO  Corporation,  (a
Development Stage Company) as of December 31, 2002 and the related statements of
operations, stockholders' equity, and cash flows for the period from January 18,
2002  (inception) to December 31, 2002 in conformity with accounting  principles
generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from this uncertainty.


                                                              Shelley Intl., CPA


May 31, 2003

                                       F-3

                                       9
<PAGE>




                                GBO CORPORATION
                         (A Development Stage Company)

                                 BALANCE SHEET
                                 -------------

                                     ASSETS

                                            Year
                                           Ended                  Inception
                                        December 31,             January 18,
                                            2002                     2002
                                  -------------------     -------------------
CURRENT ASSETS
   Cash                                             8                       0
                                  -------------------     -------------------

   Total Current Assets                             8                       0
                                  -------------------     -------------------

OTHER ASSETS                                        0                       0
                                  -------------------     -------------------

   Total Other Assets                               0                       0
                                  -------------------     -------------------

TOTAL ASSETS                                        8                       0
                                  ===================     ===================



        The accompanying notes are an integral part of these statements

                                      F-4

                                       10
<PAGE>

                                 GBO CORPORATION
                         (A Development Stage Company)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                             Year
                                            Ended               Inception
                                        September 30,           January 18,
                                             2002                   2002
LIABILITIES

Current Liabilities                                 0                       0
                                  -------------------     -------------------
       Total Current Liabilities                    0                       0
                                  -------------------     -------------------
STOCKHOLDERS' EQUITY


       Common Stock, authorized
       25,000,000 shares of stock,
       issued and outstanding 20,000,000,
       par value $0.001 per share              20,000                       0

       Additional Paid in Capital               5,670                       0

       Deficit accumulated during the
       development stage                      (25,662)                      0
                                  -------------------     -------------------
       Total Stockholders' Equity                   8                       0
                                  -------------------     -------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                8                       0
                                  ===================     ===================


        The accompanying notes are an integral part of these statements

                                      F-5

                                       11
<PAGE>


                                 GBO CORPORATION
                         (A Development Stage Company)


                            STATEMENT OF OPERATIONS
                            -----------------------
<TABLE>
<CAPTION>

                                     Three Months        Three Months          Year                            Period January 18,
                                        Ended              Ended              Ended             Inception          (Inception)
                                     December 31,        December 31,       December 31,        January 18,       to December 31,
                                          2002                2001               2002              2002                   2002
<S>                                          <C>                <C>                <C>                <C>                   <C>
INCOME
   Revenue                                       0                  0                  0                  0                     0
                                 -----------------  -----------------  -----------------  -----------------  --------------------
EXPENSES
   General, Selling and
   Administrative                               21                  0             25,662                                   25,662
                                 -----------------  -----------------  -----------------  -----------------  --------------------

   Total Expense                                21                  0             25,662                  0                25,662
                                 -----------------  -----------------  -----------------  -----------------  --------------------

   Loss before Provision for
   Income Taxes                                (21)                 0            (25,662)                 0               (25,662)

   Provision for Income Taxes                    0                  0                  0                  0                     0
                                 -----------------  -----------------  -----------------  -----------------  --------------------

NET INCOME (LOSS)                              (21)                 0            (25,662)                 0               (25,662)
                                ==================  =================  =================  =================  ====================

Primary and Diluted Earnings
   (Loss) per Weighted Average
   Number of Common Shares                    0.01               0.01               0.01               0.01                  0.01
                                 -----------------  -----------------  -----------------  -----------------  --------------------

Weighted Average Number of
   Common Shares                        20,000,000                  0         20,000,000                  0            20,000,000
                                 -----------------  -----------------  -----------------  -----------------  --------------------

</TABLE>

        The accompanying notes are an integral part of these statements


                                      F-6

                                       12
<PAGE>

                                GBO CORPORATION
                         (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' EQUITY
                       ---------------------------------
<TABLE>
<CAPTION>

                                                   Common Stock             Additional       Accumulated          Total
                                          --------------------------------
                                                Shares          Amount        Paid in          Deficit            Equity
                                                                            Capital
                                          ------------------- ------------ -------------- ------------------- ---------------
<S>                                                   <C>            <C>            <C>                 <C>              <C>
Initial Capitalization
   Stock issued for services                       19,370,000       19,370              -                              19,370
   Stock sales for cash                               630,000          630          5,670                               6,300

Retained Earnings (Loss)                                                                              (25,662)        (25,662)
                                          ------------------- ------------ -------------- ------------------- ---------------

Balance, December 31, 2002                         20,000,000       20,000          5,670             (25,662)              8
                                          =================== ============ ============== =================== ===============
</TABLE>



        The accompanying notes are an integral part of these statements


                                      F-7

                                       13
<PAGE>

                                GBO CORPORATION
                         (A Development Stage Company)

                            STATEMENT OF CASH FLOWS
                            -----------------------
<TABLE>
<CAPTION>

                                                      Year
                                                      Ended             Inception
                                                  December 31,          January 18,
                                                      2002                 2002
                                              ------------------   -------------------
<S>                                                    <C>                  <C>
Cash Flows from Operating Activities

   Net Loss                                              (25,662)                    0

   Consulting for stock                                   19,370                     0
   Changes in assets and liabilities                           0                     0
                                              ------------------   -------------------


Net Cash Provided by Operations                           (6,292)                    0
                                              ------------------   -------------------

Cash Flow Used in Investing Activities                         0                     0
                                              ------------------   -------------------

Cash Flows from Financing Activities

   Sales of Stock                                          6,300                     0
                                              ------------------   -------------------

Cash Flows from Financing Activities                       6,300                     0
                                              ------------------   -------------------

Net Increase (Decrease)
Net Increase (Decrease) in Cash                                8                     0

Cash, Beginning of Period                                      0                     0
                                              ------------------   -------------------

Cash, End of Period                                            8                     0
                                              ==================   ===================
</TABLE>

The amount of interest paid for the period shown above was $00.00. The amount of
taxes paid for the period shown above was $00.00.

Significant non cash transactions  Issuance of 19,370,000 shares of common stock
for consulting services valued at $19,370

        The accompanying notes are an integral part of these statements


                                      F-8

                                       14
<PAGE>


                                 GBO Corporation
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


Note 1. GENERAL ORGANIZATION AND BUSINESS

GBO  Corporation,  (the Company) was organized in the state of Nevada on January
18,  2002.  The Company is currently  in its  development  stage and to date its
activities have been limited to organization and capital formation.  The Company
currently has no operations  and, in accordance with SFAS No. 7, is considered a
development stage company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  Company  has no assets  except cash and no debt.  The  relevant  accounting
policies and procedures are listed below.

Accounting Basis

The basis is generally accepted accounting principles.

Earnings per Share

The basic earnings  (loss) per share is calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted  earnings  (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted  weighted  average  number of shares  outstanding  during the year.  The
diluted  weighted  average  number of shares  outstanding  is the basic weighted
number  of  shares  adjusted  as of the  first of the  year for any  potentially
dilutive debt or equity.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the basic and diluted earnings (loss) per share
are presented on the face of the statement of operations as the same number.

The Company has not issued any options or warrants or similar  securities  since
inception.

Dividends

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid since inception.

Stock Based Compensation

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation is divided into two general  categories,  based upon who the
stock receiver


                                       F-9

                                       15
<PAGE>

is, namely: 1. Non-employees. 2. Employees or directors. The employees/directors
category is further  divided  based upon the  particular  stock  issuance  plan,
namely  compensatory and  non-compensatory.  Each of these categories treats the
valuation of the stock issuance for accounting purposes in a specific manner.

1. Non employees                    the security is recorded at its fair value

2. Employees or directors
         Non-compensatory           No security  value is booked until the stock
                                    is actually  paid for
         Compensatory               The Company may select  between two methods,
                                    compensation is calculated  and  recorded at
                                    the  securities'  fair value,  or intrinsic
                                    value

The Company has selected to utilize the fair value  method for the  valuation of
it securities given as compensation.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the
net of the  change  in the  deferred  income  taxes.  Provision  is made for the
deferred  income  taxes  where  differences  exist  between  the period in which
transactions  affect  current  taxable income and the period in which they enter
into the determination of net income in the financial statements.

Advertising

Advertising  is expensed  when  incurred.  There has been no  advertising  since
inception.

Use of Estimates

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

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However the Company has  neither a current  source of revenue,  nor  operations.
Without  realization of additional capital, it would be unlikely for the Company
to continue  as a going  concern.  It is  management's  plan to seek  additional
capital through a merger with an existing operating company.

NOTE 4. STOCKHOLDERS' EQUITY

At inception the Company had 25,000,000 shares of common stock  authorized.  The
shareholders have all of the rights afforded Nevada shareholders.

                                      F-10

                                       16
<PAGE>

Par value is $0.001 per common share.

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

The Company was initially  capitalized during on January 18, 2002. Also, $19,370
of value was given in services for which 19,370,000  shares of stock were issued
at par value.  Afterward,  630,000  shares of common  stock were sold for $6,300
($0.01 per share) as shown in the statement of stockholders' equity

NOTE 5. RELATED PARTY TRANSACTIONS

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

NOTE 5. INCOME TAXES

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $5,646, which is calculated by multiplying a 22% estimated
tax rate by the two items making up the deferred tax account, the NOL of $25,049
and the difference  between tax and book net loss of $613, (which was due to the
organization costs). The total valuation allowance is a comparable $5,646.

The provision for income taxes is comprised of the net change in deferred  taxes
less the valuation  account plus the current taxes payable as shown in the chart
below.

                                                            2002
                                                            ----
         Net change in deferred taxes                     $5,646
         Valuation Account                                (5,646)
         Current taxes payable                                 0
                                                           -----
         Provision for Income Taxes                            0
                                                           -----

                                      F-11

                                       17
<PAGE>

Below is a chart showing the federal net operating  losses and the year in which
it will expire.

         Year                                   Amount          Expiration
         ----                                  -------          ----------
         2002                                  $25,049             2022


Note 6. OPERATING LEASES AND OTHER COMMITMENTS:

As explained in the note  pertaining  to related  parties,  the Company uses the
offices of its president with no charge.  The Company also has no assets,  debts
nor lease  obligations  of any kind.  The  five-year  projection of these future
obligations will be zero in each year as follows:

                              Year 1     Year 2     Year 3     Year 4     Year 5

Operating Leases, etc              0          0          0          0          0


Note 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  141-144 and
their effect on the Company.

SFAS 141 Business Combinations

This  Statement  addresses  financial  accounting  and  reporting  for  business
combinations and supersedes APB 16 and SFAS 38. All business combinations in the
scope of this  Statement are to be accounted for using one method,  the purchase
method. The effective date for this Statement is June 30, 2001 and thereafter.

SFAS 142 Goodwill and Other Intangibles Assets

This  Statement  addresses  financial  accounting  and  reporting  for  acquired
goodwill and other  intangible  assets and  supersedes  APB 17. It addresses how
intangible assets that are acquired  individually or with a group (but not those
acquired  in a  business  combination)  should  be  accounted  for in  financial
statements  upon their  acquisition.  This Statement also addresses how goodwill
and other  intangible  assets  should  be  accounted  for  after  they have been
initially  recognized in the financial  statements.  The effective date for this
Statement is December 15, 2001.

SFAS 143 Accounting for Asset Retirement Obligations

This Statement  addresses  financial  accounting  and reporting for  obligations
associated with the retirement of tangible  long-lived assets and the associated
asset retirement costs.  This Statement  applies to all entities.  It applies to
legal  obligations  associated  with the  retirement of  long-lived  assets that
result  from the  acquisition,  construction,  development  and (or) the  normal
operation of a long-lived asset,  except for certain obligations of leases. This
Statement  amends SFAS 19. The  effective  date for this  Statement  is June 15,
2002.


                                      F-12

                                       18
<PAGE>

SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets

This Statement addresses  financial  accounting and reporting for the impairment
or disposal of  long-lived  assets.  This  statement  supersedes  SFAS 121,  the
accounting  and reporting  provisions of APB 30 and amends ARB 51. The effective
date of this Statement is December 15, 2001.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.  These  standards  will  have an  impact if the  Company  merges  with an
operating entity.

SFAS 145 Extra-ordinary item classification, Sale-lease-back classification

This statement  rescinds SFAS 4, 44 and 64 and reinstates APB 30 as the standard
for the  classification of gains and losses of the  extinguishment of debt as an
operating lease to be accounted for under the sale-lease-back provisions of SFAS
98. The effective date of this statement is May 15, 2002.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.

SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.


                                      F-13

                                       19
<PAGE>

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.  These  standards  will  have an  impact if the  Company  merges  with an
operating entity.

                                      F-14

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunder duly authorized.

GBO CORPORATION

Dated: May 31, 2003                 By: /s/ William D. O'Neal
                                    -----------------------------
                                            William D. O'Neal
                                            President

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

Dated: May 31, 2003

By: /s/ William D. O'Neal
-------------------------
        William D. O'Neal
        Director, President
        Secretary, Treasurer

                                       20
<PAGE>


                                  EXHIBIT 99.1
                                  ------------

                         CERTIFICATE OF CHIEF EXECUTIVE
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, CWilliam D. O'Neal, certify that:

1. I have  reviewed  this Form 10-KSB for the period ended  December 31, 2002 of
GBO Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly during the period in which this report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     report (the "Evaluation Date"); and

(c)  Presented in this report our  conclusions  about the  effectiveness  of the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.


Date: May 31, 2003                              /s/ William D. O'Neal
                                                --------------------------------
                                                    William D. O'Neal
                                                    Chief Executive Officer

                                       21
<PAGE>

                                  EXHIBIT 99.2
                                  ------------

                     CERTIFICATE OF CHIEF FINANCAIL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William D. O'Neal, certify that:

1. I have  reviewed  this Form 10-KSB for the period ended  December 31, 2002 of
GBO Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly during the period in which this report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     report (the "Evaluation Date"); and

(c)  Presented in this report our  conclusions  about the  effectiveness  of the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.




Date: May 31, 2003                               /s/ William D. O'Neal
                                                --------------------------------
                                                    William D. O'Neal
                                                    Chief Financail Officer

                                       22
<PAGE>


                                  EXHIBIT 99.3
                                   -----------
                            CERTIFICATION PURSUANT TO

                                 18 U.S.C. 1350,

                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of GBO  Corporation  (the "Company") on
Form 10-KSB for the period ended December 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, William D. O'Neal,
in my capacity as Treasurer and acting Chief  Financial  Officer of the Company,
certify,  pursuant to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.




Date: May 31, 2003                               /s/ William D. O'Neal
                                                --------------------------------
                                                    William D. O'Neal
                                                    Chief Financail Officer


                                       23
<PAGE>