U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB/A



(Mark One)

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2003
                                               -------------


                        Commission file number: 333-67144


                                  Geraco, Inc.
                                 --------------
                 (Name of small business issuer in its charter)




            Nevada                                      87-1578749
-------------------------------            -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


                        8114 Ammons Way, Arvada, CO 80005
                        ---------------------------------
               (Address of principal executive offices) (Zip Code)


                            (303) 949-2598 (Issuer's
                                telephone number)


     (Former name,  former address and former fiscal year, if changed since last
report.)


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


Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par value.





<PAGE>





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


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


Total revenues for fiscal year ended June 30, 2003: $5,000
                                                    -------


At June 30, 2003, the aggregate  market value of all shares of voting stock held
by non-affiliates  was $176,050.  In determining this figure, the Registrant has
assumed  that  all  directors  and  executive  officers  are  affiliates.   Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares  outstanding of each class of the  Registrant's  common stock, as of June
30, 2003,  was as follows:  Common Stock $.001 par value,  5,521,000  shares and
Preferred Stock $.001 par value, no shares issued.


At June 30, 2003, the number of shares of common stock outstanding was 5,521,000


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





















<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

Company History

         The Company was  incorporated  under the laws of the state of Nevada on
February 26, 2001 as Geraco,  Inc. The Company was originally  organized for the
purpose of selling  inspirational gift cards and gifts from custom manufacturers
to retailers,  wholesalers and the general public.  However, during the year the
Company  decided to change the  direction it was going and is now in the process
of attempting to identify and acquire a favorable business opportunity.

         As of June 30,  2003,  Geraco,  Inc.  has  commenced  limited  business
operations,   but  has  worked  mostly  on  organizational   and  administrative
functions.

Principal Products and Their Markets

         Our primary  business  objective  is  identify  and acquire a favorable
business opportunity.  The Company has not entered into any agreement,  nor does
it have any  commitment or  understanding  to enter into or become  engaged in a
transaction as of the date of this filing. The Company continues to investigate,
review,  and evaluate  business  opportunities as they become available and will
seek to acquire  or become  engaged in  business  opportunities  at such time as
specific opportunities warrant.

Employees

         The Company has  commenced  only  limited  operations.  Therefore,  the
Company has no full time  employees.  The  Company's  management  and  directors
provide  planning  and  organizational  services  for the Company on a part-time
basis.

ITEM 2.  DESCRIPTION OF PROPERTY

         As of June 30, 2003 all  activities of the Company have been  conducted
by corporate officers from either their homes or business offices.  There are no
commitments for future use of the facilities.

ITEM 3.  LEGAL PROCEEDINGS

         There are no legal proceedings or pending  litigation to which we are a
party  or  against  any of our  officers  or  directors  as a  result  of  there
capacities  with  Geraco,  Inc.  and we are  not  aware  of any  threat  of such
litigation.  We are not aware of any proceeding involving us that a governmental
authority may be contemplating.



<PAGE>



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

         None.

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

         Currently,  the Company's shares are not traded  publicly.  There is no
assurance that a trading market will develop, or, if developed,  that it will be
sustained. A purchaser of shares may, therefore, find it difficult to resell the
securities  offered  herein  should he or she desire to do so when  eligible for
public resales. Furthermore, the shares are not marginal and it is unlikely that
a lending  institution would accept the shares as collateral for a loan. Holders
of common stock are entitled to receive such dividends as may be declared by the
Company's Board of Directors. No dividends on the common stock have been paid by
the Company,  nor does the Company anticipate that dividends will be paid in the
foreseeable future.

         On June 26, 2001, the Company issued  4,000,000  shares of common stock
for cash to the current President and 4 other people.  The shares were issued at
$.005 per share.

         The Company  completed it  registration  of 2,000,000  shares of common
stock par value $0.001on form SB-2, commission file number 333-67144,  effective
October 26, 2001.  Pursuant to this  offering,  on January 11, 2002, the Company
sold 1,521,000 shares at $0.05 per share for an aggregate $76,050.  The offering
was  terminated  on January 15,  2002.  The shares  were sold by our  President,
Gerald  D.  Curtis,  in a  self-underwritten  or "best  efforts"  offering.  The
proceeds from this  offering were used to purchase  inventory and samples and to
pay for General and  Administrative  expenses.  No portion of the proceeds  were
paid directly or indirectly to any officer or director of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS OR PLAN OF OPERATION

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

Results of Operations

         The Company was in the development  stage since  inception  through May
2002.  During its development  stage,  the Company was engaged in no significant
operations other than organizational activities and preparation for registration
of its securities  under the Securities  Exchange Act of 1934.  During May 2002,
the  Company  made its first sales of product  and began  operations.  During th
quarter ended March 31, 2003, the Company decided to change the direction it was
going and started  looking for a merger or  acquisition  candidate.  On April 1,
2003,  the  Company  returned  to the  development  stage.  Due to the change in
direction of the company  during the year ended June 30, 2003, any comparison to
prior periods would be misleading and is therefore not presented.



<PAGE>



         During the year ended June 20, 2003,  the Company  generated  $5,000 in
revenues and $7,214 in costs of sales for a gross loss of $2,214.

         For the year  ended  June 30,  2003,  the  Company  incurred  a loss of
$35,318 as a result of general and  administrative  expenses  such as accounting
fees of $14,604 and selling and marketing expenses of $18,500.

Liquidity and Capital Resources

         The  Company  generates  and uses cash  through  operating  activities,
investing  activities and financing  activities.  During the year ended June 30,
2003, the Company used cash of approximately  $30,500 for operating  activities.
Operating   activities  during  the  2003  year  were  comprised   primarily  of
organizational activities with business operations.

         The Company  generated cash from financing  activities of approximately
$6,000, which is primarily due to capital contributed by a shareholder

         As of June 30,  2003,  the Company had $399 in working  capital,  and a
total asset value of $2,220.

Forward Looking Statement

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

ITEM 7.  FINANCIAL STATEMENTS

     The financial  statements  are included  beginning at F-1. See Index to the
Financial Statements.

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

         None.


<PAGE>



                                    PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Directors and Executive Officers.

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


Name                     Age            Position
Gerald D. Curtis          69            Director, President, Secretary/Treasurer
Brian Curtis              41            Director, Vice President

     GERALD D. CURTIS,  D.D.S. serves as our President,  Secretary and Treasurer
and Chairman of The Board of Directors,  and has done so since  inception of our
company. Dr. Curtis practiced dentistry until July 1999, when he sold his dental
practice.  At that time he retired from  dentistry and joined  Altrimega  Health
Corporation  in August of 1999 through  April 2001 when he  resigned.  Altrimega
Health  Corporation is a start-up  company which is attempting to develop health
and nutritional  products.  Prior to this Dr. Curtis practiced dentistry in Salt
Lake City, Utah for almost 40 years. He completed his  undergraduate  studies at
the University of Utah in Salt Lake City. He obtained his D. D. S. degree at the
University of Kansas City in Kansas City, Missouri in 1959.

         BRIAN CURTIS,  serves as our Vice-President and Director,  and has done
so since  inception of our company.  In addition to his duties as an officer and
director of our company Mr. Curtis also works as a full time fabrication  design
specialist  for  Boeing  Corporation.  He has  worked at Boeing for the past six
years since March of 1995.

Term of Office

         The term of  office  for  each  Director  is one  year,  or  until  his
successor  is  elected  and  qualified  at  the  Company's   annual  meeting  of
Shareholders,  subject to ratification by the  Shareholders.  The term of office
for each Officer is one year or until a successor is elected and  qualified  and
is subject to removal by the Board.

Family Relationships

         Gerald Curtis is the father of Brian Curtis.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the Exchange Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a)


<PAGE>



forms they file.


ITEM 10.  EXECUTIVE COMPENSATION

         The  Company  has  not  paid,  nor  does it owe,  any  compensation  to
executive  officers  for the year ended June 30,  2003.  The  Company's  by-laws
authorize  the Board of  Directors  to fix the  compensation  of  directors,  to
establish  a set  salary  for each  director  and to  reimburse  the  director's
expenses for attending each meeting of the Board of Directors. As of the date of
this Form 10-KSB, no salaries or other compensation have been paid to any of the
Board of Directors, individually or as a group.


ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
5,521,000 shares of issued and outstanding  Common Stock,  including  options to
acquire  stock of the  Company  as of June 30,  2003 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.

<TABLE>
<CAPTION>
Name and Address
of Beneficial Owners /           Nature of               Shares
Directors                        Ownership                Owned              Percent
--------------------------------------------------------------------------------------------
<C>                              <C>                      <C>                <C>
All Executive Officers
and Directors as a Group
(2 person)                       Common Stock               2,000,000          36%

Gerald D Curtis
8434 68th Street, Arvada CO      Common Stock               2,000,000          36%

Dustin Graves
396 Howard Hughes Parkway
Las Vegas, NV                    Common Stock               1,000,000          18%

Francis Miller
3851 S EaglePoint
Holladay, UT                     Common Stock                 966,500          18%
</TABLE>


         As of July 15, 2003 there are approximately 66 shareholders of record.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


<PAGE>




         The company  currently  is using  office space that has been donated to
the  company  at no  charge  for  an  indefinite  period  by  Gerald  Curtis,  a
shareholder of the company. See "Description of Property."

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

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

     Exhibit No. Exhibit

     *2.1 Articles of Incorporation

     *2.2 Bylaws

     31.1 Certification  Pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002.

     32.1 Certification  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002.

*    Incorporated   herein  by  reference   from   Registrant's   Form  10SB12G,
     Registration Statement, filed August 9, 2001.

ITEM 14. CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report on Form 10- KSB/A,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this annual  report on Form  10-KSB/A  contains any untrue
                  statement of a material fact or omits 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 annual
                  report on Form 10-KSB/A, and

                  (ii) the financial statements, and other financial information
                  included  in  this  annual  report  on Form  10-KSB/A,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations and cash flows of the Company as of, and
                  for,  the  periods  presented  in this  annual  report on Form
                  10-KSB/A.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.





<PAGE>



                                   SIGNATURES


         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Geraco, Inc.


By:   /s/ Gerald D. Curtis
      Gerald D. Curtis
     President, Secretary, Treasurer and Director
     (Principal Executive and Accounting Officer)


Date: November 3, 2003


<PAGE>
                                  GERACO, INC.
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             JUNE 30, 2003 AND 2002





<PAGE>






CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                        <C>
Independent Auditor's Report...............................................................................F - 1

Balance Sheet
  June 30, 2003 and 2002...................................................................................F - 2

Statements of Operations for the
  Years Ended June 30, 2003 and 2002.......................................................................F - 3

Statement of Stockholders' Equity for the
 Years Ended June 30, 2003 and June 30, 2002...............................................................F - 4

Statements of Cash Flows for the
 Years Ended June 30, 2003 and 2002........................................................................F - 5

Notes to Financial Statements..............................................................................F - 6
</TABLE>



<PAGE>







                          INDEPENDENT AUDITOR'S REPORT

Geraco, Inc.
(A Development Stage Company)

         We have  audited  the  accompanying  balance  sheet of Geraco,  Inc. (A
Development  Stage  Company)  as of June 30,  2003  and  2002,  and the  related
statements  of  operations  and cash flows for the years ended June 30, 2003 and
2002  and  the  statement  of  stockholders'  equity  since  February  26,  2001
(inception) to June 30, 2003. These financial  statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Geraco,  Inc. as of
June 30, 2003 and 2002 and the results of its  operations and its cash flows for
the years ended June 30, 2003 and 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 Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully Submitted,


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

Salt Lake City, Utah
July 15, 2003

                                      F - 1

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                            June 30,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------

Assets:
Current Assets:
<S>                                                                          <C>                 <C>
 Cash & Cash Equivalents                                                     $              970  $           25,353
                                                                             ------------------  ------------------

Fixed Assets:
 Computer Equipment                                                                       2,500               2,500
 Less Accumulated Depreciation                                                           (1,250)               (416)
                                                                             ------------------  ------------------
     Net Fixed Assets                                                                     1,250               2,084
                                                                             ------------------  ------------------

Net Assets of Discontinued Operations                                                         -               3,400
                                                                             ------------------  ------------------

     Total Assets                                                            $            2,220  $           30,837
                                                                             ==================  ==================


Liabilities: Accounts Payable                                                $              571  $                -
------------
                                                                             ------------------  ------------------

Stockholders' Equity:
Receivable from Shareholder                                                                   -              (1,980)
Preferred Stock, Par value $.001
    Authorized 10,000,000 shares
    No shares issued at June 30, 2003 and 2002                                                -                   -
Common Stock, Par value $.001
    Authorized 50,000,000 shares,
    Issued 5,521,000 shares at June 30, 2003 and 2002                                     5,521               5,521
Paid-In Capital                                                                          92,994              88,844
Retained Deficit                                                                        (90,991)            (61,548)
Deficit Accumulated During the Development Stage                                         (5,875)                  -
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                           1,649              30,837
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $            2,220  $           30,837
                                                                             ==================  ==================
</TABLE>

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

                                      F - 2

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                                                    Cumulative
                                                                                                  Since April 1,
                                                                                                       2003
                                                                 For the Year Ending               Inception of
                                                                       June 30,                     Development
                                                               2003                2002                Stage
                                                        ------------------  ------------------  -------------------

<S>                                                     <C>                 <C>                 <C>
Sales                                                   $                -  $                -  $                 -
Cost of Sales                                                            -                   -                    -
                                                        ------------------  ------------------  -------------------
Gross Profit                                                             -                   -                    -

Expenses:
   Selling & Marketing                                                   -                   -                    -
   General & Administrative                                          9,351              26,086                1,661
                                                        ------------------  ------------------  -------------------

     Net Loss from Continuing Operations                            (9,351)            (26,086)              (1,661)
                                                        ------------------  ------------------  -------------------

Loss from Discontinued Operations                                  (25,967)            (35,157)              (4,214)
                                                        ------------------  ------------------  -------------------

Net Loss                                                $          (35,318) $          (61,243) $            (5,875)
                                                        ==================  ==================  ===================

Earnings per Share, Basic & Diluted
   Loss from continuing operations                      $                -  $                -
   Loss from discontinued operations                                 (0.01)              (0.01)
                                                        ------------------  ------------------

Loss per Share                                          $           (0.01)  $           (0.01)
                                                        ==================  ==================

Weighted Average Shares                                          5,521,000           4,714,820
                                                        ==================  ==================
</TABLE>





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

                                      F - 3

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDING JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>

                                                                                                                   Cumulative
                                                                                                                 Since April 1,
                                                                                                                      2003
                                                                                                                  Inception of
                                                Common Stock                  Paid-In            Retained         Development
                                          Shares           Par Value          Capital            Deficit             Stage
                                     ----------------  -----------------  ----------------   ----------------  ------------------
<S>                                  <C>               <C>                <C>                <C>               <C>
Balance at February 26, 2001
   (inception)                                      -  $               -  $              -   $              -  $                -

June 26, 2001, Common Stock
    Issued for Cash                         4,000,000              4,000            14,060                  -                   -

Contributed Capital Paid for
   Expenses                                         -                  -               305                  -                   -

Net Loss                                            -                  -                 -               (305)                  -
                                     ----------------  -----------------  ----------------   ----------------  ------------------

Balance at June 30, 2001                    4,000,000              4,000            14,365               (305)                  -

January 11, 2002, Common
   Stock Issued for Cash                    1,521,000              1,521            74,479                  -                   -

Net Loss                                            -                  -                 -            (61,243)                  -
                                     ----------------  -----------------  ----------------   ----------------  ------------------

Balance at June 30, 2002                    5,521,000              5,521            88,844            (61,548)                  -

Contributed Capital                                 -                  -             4,150                  -                   -

Net Loss                                            -                  -                 -            (29,443)             (5,875)
                                     ----------------  -----------------  ----------------   ----------------  ------------------

Balance at June 30, 2003                    5,521,000  $           5,521  $         92,994   $        (90,991) $           (5,875)
                                     ================  =================  ================   ================  ==================
</TABLE>


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

                                      F - 4

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                  Since April 1,
                                                                                                       2003
                                                                  For the Year Ending              Inception of
                                                                        June 30,                   Development
                                                                2003               2002               Stage
                                                          -----------------  -----------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                <C>                <C>
Net Loss                                                  $         (35,318) $         (61,243) $           (5,875)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Net Loss from Discontinued Operations                             25,967             35,157               4,214
   Depreciation                                                         834                416                 208
   Accounts Payable                                                     571                  -                 571
                                                          -----------------  -----------------  ------------------

  Net Cash Used in Continuing Activities                             (7,946)           (25,670)               (882)
  Net Cash Used in Discontinued Activities                          (22,567)           (38,557)                  -
                                                          -----------------  -----------------  ------------------
  Net Cash Used in Operating Activities                             (30,513)           (64,227)               (882)
                                                          -----------------  -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Equipment                                                     -             (2,500)                  -
                                                          -----------------  -----------------  ------------------
Net cash provided by Investing Activities                                 -             (2,500)                  -
                                                          -----------------  -----------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed Capital                                                   4,150                  -                 850
Receivable from Shareholder                                           1,980             (1,980)                  -
Proceeds from Issuance of Common Stock                                    -             76,000                   -
                                                          -----------------  -----------------  ------------------
Net Cash Provided by Financing Activities                             6,130             74,020                 850
                                                          -----------------  -----------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                         (24,383)             7,293                 (32)
Cash and Cash Equivalents
  at Beginning of Period                                             25,353             18,060               1,002
                                                          -----------------  -----------------  ------------------

Cash and Cash Equivalents at End of Period                $             970  $          25,353  $              970
                                                          =================  =================  ==================

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

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

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

                                      F - 5

<PAGE>




                                  GERACO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of  accounting  policies for Geraco,  Inc. (A  Development
Stage Company) is presented to assist in understanding  the Company's  financial
statements.  The accounting  policies conform to generally  accepted  accounting
principles  and  have  been  consistently  applied  in  the  preparation  of the
financial statements.

Nature of Operations and Going Concern

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $96,000 for the period from February 26, 2001 (inception) to June
30, 2003, is in the development stage and requires additional financing in order
to finance its business  activities on an ongoing basis. The Company is actively
pursuing  alternative  financing  and has had  discussions  with  various  third
parties,  although  no firm  commitments  have been  obtained.  In the  interim,
shareholders  of the Company  have  committed  to meeting its minimal  operating
expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not  limited  to,  locating  a  merger  or  acquisition
candidate and/or acquiring interests in various business opportunities.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported  amounts of its  liabilities,  the reported  expenses,  and the balance
sheet classifications used.




                                      F - 6

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
February 26, 2001. The Company's fiscal year end is June 30.

Nature of Business

         The  Company  was   originally   organized   as  a  vehicle  to  market
inspirational greeting cards and gifts. During the third quarter ended March 31,
2003,  Management decide to change the direction the Company is going and is now
looking for a merger or acquisition  candidate.  The Company  intends to acquire
interests in various business opportunities,  which in the opinion of management
will provide a profit to the Company.  On April 1, 2003, the Company  re-entered
the development stage.

Cash and Cash Equivalents

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

Inventory

         Inventories  consist of art work,  frames,  samples  and other  related
materials and are stated at the lower of cost or market.

Pervasiveness of Estimates

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





                                      F - 7

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Property and Equipment

         Property and equipment are stated at cost. Depreciation is provided for
in amounts  sufficient  to relate the cost of  depreciable  assets to operations
over their estimated service lives,  principally on a straight-line  basis for 3
years.

         Upon sale or other disposition of property and equipment,  the cost and
related  accumulated  depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

         Expenditures  for  maintenance  and  repairs  are charged to expense as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their useful lives.

         The Company  identifies  and records  impairment  losses on  long-lived
assets such as property and  equipment  when events and  circumstances  indicate
that such assets  might be  impaired.  The  Company  considers  factors  such as
significant  changes in the regulatory or business  climate and projected future
cash flows from the  respective  asset.  Impairment  losses are  measured as the
amount by which the carrying amount of intangible asset exceeds its fair value.

Loss per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at June 30, 2003 and 2002.


                                      F - 8

<PAGE>



                                  GERACO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002

NOTE 2 - INCOME TAXES

         As of June 30, 2003, the Company had a net operating loss  carryforward
for income tax reporting  purposes of  approximately  $96,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry  forwards will expire unused.  Accordingly,  the potential tax benefits of
the loss carry forwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

         As of June 30, 2003,  all activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - RELATED PARTY TRANSACTIONS

         For the two years ended June 30, 2003 and 2002,  $8,432 and $17,500 was
paid to shareholders of the Company for consulting expenses and auto expenses.

NOTE 6 - DISCONTINUED OPERATIONS

         During the quarter ended March 31, 2003,  Management  decided to change
the  direction  the Company it is going and has chosen to abandon  the  greeting
card industry.




                                      F - 9

<PAGE>


                                  GERACO, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE TWO YEARS ENDED JUNE 30, 2003 AND 2002


NOTE 6 - DISCONTINUED OPERATIONS (Continued)

The assets and liabilities to be disposed of consisted of the following:
<TABLE>
<CAPTION>

                                                                                    April 1,          June 30,
                                                                                      2003              2002
                                                                                ----------------  -----------------

<S>                                                                             <C>               <C>
Inventory                                                                       $          4,214  $           3,400
                                                                                ----------------  -----------------
     Total Assets                                                                          4,214              3,400
                                                                                ----------------  -----------------

Liabilities                                                                                    -                  -
                                                                                ----------------  -----------------

Net Assets to be Disposed of                                                    $          4,214  $           3,400
                                                                                ================  =================
</TABLE>

         Net Assets to be disposed  of have been  separately  classified  in the
accompanying balance sheet at June 30, 2002.

         Operating results of this  discontinued  operations shown separately in
the  accompanying  statements  of  operations.  The  operating  results  of  the
discontinued operations for the years ended June 30, 2003 and 2002 consisted of:
<TABLE>
<CAPTION>
                                                                                      2003              2002
                                                                                ----------------  -----------------

<S>                                                                             <C>               <C>
Revenues                                                                        $          5,000  $          25,000
Cost of Goods Sold                                                                         7,214              6,640
Selling and Administrative                                                                18,500                  -
General and Administrative                                                                 5,253             53,517
                                                                                ----------------  -----------------

Net Loss                                                                        $        (25,967) $         (35,157)
                                                                                ================  =================
</TABLE>


                                     F - 10