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

                                     AMENDMENT NO ONE TO
                                         FORM 10-KSB

(Mark One)
   [ X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003.

   [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from ___________ to
___________.

    Commission file number: 000-17303

                                      NCI HOLDINGS, INC.
                 (Name of Small Business Issuer in Its Charter)


                        Nevada                               65-1021346
                       --------                             -----------
           (State or Other Jurisdiction of                (I.R.S. Employer
            Incorporation or Organization)                Identification No.)


              268 West 400 South,  Suite 300,  Salt Lake City,  Utah  84101
             (Address of Principal Executive Offices)               (Zip Code)

                                        (801) 575-8073
                       (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(g) of the Exchange Act:

       Title of Each Class             Name of each Exchange on Which Registered
       -------------------            ------------------------------------------
   Common Stock ($0.001 Par Value)                          None

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

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

The Issuer's total revenues for the year ended December 31, 2003 were $ 0.

The aggregate market value of the registrant's common stock, $0.001 par value
(the only class of voting stock), held by non-affiliates was approximately $
179,226 based on the average closing bid and asked prices for the Common Stock
on March 4, 2004 of $0.05

On March 5, 2004, the number of shares outstanding of the registrant's common
stock: 2,899,775
On March 5, 2004, the number of shares outstanding of the registrant's preferred
stock: 1,254,857



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Explanatory Note:

PURPOSE OF AMENDMENT: The registrant hereby amends and restates Item 9,
Directors and Executive Officers of the Registrant, "Code of Ethics" and Item 16
Principal Accountant Fees and Services.

This Amendment No. One to Form 10-KSB does not attempt to modify or update any
other disclosures set forth in the Original Form 10-KSB, except as required to
reflect the effects of the amendments as set forth above. Additionally, this
Amendment No. One does not purport to provide a general update or discussion of
any other developments of the Company after the date of the original filing. All
information contained in this Amendment NO. One and the Original Form 10-KSB is
subject to updating and supplementing and the filing of this Amendment NO. One
shall not be deemed as admission that the original filing, when made, included
any untrue statement of material fact or omitted to state a material fact
necessary to make a statement therein not misleading. This Amendment No. One
does not include the items from the Original Form 10-KSB that are not being
hereby amended.


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Code of Ethics
At this time there is only one board member who is also the sole officer, as
independent members of the board are brought into service, this proposed code of
ethics may be adopted and effectively put into use. We are presently working
with our legal counsel to prepare and adopt a code of ethics that applies to our
principal chief executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions (the
"Code of Ethics"). A draft of the Code of Ethics is attached hereto as Exhibit
14.1. The Code of Ethics that is attached is intended to be used as a guideline
with the intent to deter wrongdoing, and to promote the following attributes:

o Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts if interest between personal and professional relationships

o Full, fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to, the Commission
and in other public communications made by the small business issuer

oCompliance with applicable governmental laws, rules and regulations

o The prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code

o Accountability for adherence to the code and
to attached as an Exhibit as follows:
                                                                    Exhibit 14.1
ITEM 16.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees

Audit fees are for professional services for the audit of the Company's annual
financial statements, and for the review of the financial statements included in
the Company's filing on Form 10-QSB and for

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services that are normally provided in connection with statutory and regulatory
filings or engagements. The Company has paid to Bongiovanni & Associates, PA,
audit fees of approximately $11,000 for 2003 and $9,600 for 2002.

Audit Related Fees

Audit related fees are funds paid for the assurance and related services
reasonably related to the performance of the audit or the review of the
Company's financial statements. The Company has paid to Bongiovanni &
Associates, PA, audit related fees of approximately $ 0 for 2003 and $0 for
2002.

Tax Fees

The tax fees are those funds paid for professional services with respect to tax
compliance, tax advice, and tax planning. The Company has paid to Bongiovanni &
Associates, PA, tax fees of approximately $ 0 for 2003 and $ 0 for 2002.

All Other Fees
Fees paid for permissible work that does not fall within any of the three other
fees categories set forth above. No other fees paid.

Pre-approved Policy for Audit and Non-Audit Services

The Company does not have a standing audit committee and the full board of
directors performs all functions of an audit committee, including the
pre-approval of all audit and non-audit services prior to the Company engaging
an accountant. All of the services rendered for the Company by Bongiovanni &
Associates, PA, were pre-approved by the board of directors of the Company.


                           SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Annual Report and any subsequent amendments thereto
to be signed on its behalf by the undersigned, there unto duly authorized.

                                 NCI Holdings, Inc.


Dated: April 15, 2004         By:/s Jared Gold
                             --------------------------------------
                             Jared Gold, President and CFO

Pursuant to the requirements of the Securities Act of 1934, this Annual Report
has been signed below by the following persons in their respective capacities
with the Registrant and on the dates indicated.


SIGNATURE                       TITLE               DATE

                        President, Director     April 5, 2004
/s/ Jared Gold
----------------
Jared Gold

                                     2

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Exhibit 31(i)   CERTIFICATIONS

    I, Jared Gold, certify that:

    1. I have reviewed this amendment to the annual Report on Form 10-KSB of NCI
Holdings, Inc.;

    2. Based on my knowledge, this amendment to the annual 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 annual report;

    3. Based on my knowledge, the financial statements, and other financial
information included in this amendment to the annual 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 annual
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-14 and 15d-14) 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 annual 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 annual
report (the "Evaluation Date"); and

    (c) Presented in this annual 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


Date: April 15, 2004  /s/ Jared Gold
                      ----------------------
                      Jared Gold, CEO and CFO



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INDEX OF EXHIBITS
Exhibit          Page
No.                NoDescription
-------------------------------------------------------------------------------


3(i)                 * Articles of Incorporation of the Company as amended and
                     bylaws are herein incorporated by reference from the
                     Company's Form S-3 filed December 22, 1995.

10(i)          *     Purchase Agreement with The Potato Sack, Inc. incorporated
                     by reference from the June 30, 2002, 10-QSB filed August
                     14, 2002 as Exhibit 10.1

10(ii)               * Purchase Agreement with Universal Data Systems, Inc.
                     incorporated by reference from the June 30, 2002, 10-QSB
                     filed August 14, 2002 as Exhibit 10.2

10(iii)              * Purchase Agreement with Miami Venture Capital, Inc and
                     Vector Holdings Corporation dated December 30, 2002.

10(iv)               * Settlement Agreement between Vector Holdings and Suburban
                     Capital Updated.

10(v)          *     Consulting Agreement on 14th day of May 2003, by and
                     between Hudson Consulting Group, Inc. ("Consultant") whose
                     address is 268 West 400 South, Salt Lake City, Utah 84101
                     and NCI Holdings, Inc., incorporated by reference from the
                     Company's Form 10-QSB for the quarter ended June 30, 2003.

10(vi)         *     June 24, 2003, Offshore Purchase Agreement between NCI
                     Holdings, Inc. and The Sukumo Group, Inc., a British Virgin
                     Islands corporation, incorporated by reference from the
                     Company's Form 8-K filed on June 25, 2003

10(vii)        *     Settlement Agreement and General Release to resolve all
                     claims arising under the May 14, 2003 Consulting Agreement
                     with Hudson Consulting Group, Inc., incorporated by
                     reference from the Company's Form 10-QSB for the quarter
                     ended September 30, 2003.

10(viii)       *     Indemnification Agreement and General Release with Gino
                     Carlucci, dated September 8, 2003, incorporated by
                     reference from the Company's Form 10-QSB for the quarter
                     ended September 30, 2003.

EXHIBITS FILED WITH THIS AMENDMENT

14.1           8     Draft of Code of Ethics NCI Holdings Inc.

23.1           5     April 15, 2004 Consent of Bongiovanni & Associates, PA,
                     CAP's to incorporation of report dated February 28, 2004,
                     incorporated by reference from the Company's Form 10-KSB/A
                     for the years ended December 31, 2003.

31(i)          3      Certification As Adopted Pursuant To Section 302 Of The
                      Sarbanes-Oxley Act Of 2002

32(i)          6      Certification Pursuant to 18 U.S.C.section, 1350, as
                      Adopted Pursuant to Section 906 of  the Sarbanes-Oxley
                      Act of 2002

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.

                                        4

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Exhibit 23.1

                           BONGIOVANNI & ASSOCIATES, PA, CPA'S

                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation of our report dated February 28, 2004
relating to the financial statements of NCI Holdings, Inc. in the form 10KSB/A
for the year ended December 31, 2003.

/s/ Michael J. Bongiovanni
--------------------------
Michael J. Bongiovanni, C.P.A.
Charlotte, North Carolina
April 15, 2004


                                         5

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Exhibit 32(i)

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Amendment to the Annual Report of NCI Holdings, Inc.
(the" Company") on Form 10-KSB for the period ending December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the"Report"), I,
Jared Gold, Chief Executive and Sole Executive Officer of the Company, certify,
pursuant to 18 U.S.C.section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

  I have reviewed this amendment to and the annual report on Form 10-KSB of NCI
Holdings, Inc. and:

            (a) The Amendment to the Annual Report on Form 10-KSB of the Company
            to which this certification is attached as an exhibit, fully
            complies with the requirements of section 13(a) or 15(d) of the
            Securities Exchange Act of 1934; and

            (b) The financial information contained in the Report fairly
            presents, in all material respects, the financial condition and
            result of operations of the Company.



  /s/ Jared Gold
  ----------------
  Jared Gold
  CEO and CFO
  April 5, 2004








                                           6

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Exhibit 14(i)
                     PROPOSED CODE OF ETHICS OF NCI HOLDINGS INC.

I. Objectives
NCI Holdings Inc. (the "Company") is committed to the highest level of ethical
behavior. The Company's business success depends upon the reputation of the
Company and its directors, officer and employees to perform with the highest
level of integrity and principled business conduct.
This Code of Ethics ("Code") applies to all directors, officers and employees of
the Company, including the Company's principal executive officer and principal
financial officer, (collectively, the "Covered Persons"). This Code is designed
to deter wrongdoing and to promote all of the following:

o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships

o full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities and
Exchange Commission (the "Commission"), and in other public communications made
by the Company

o compliance with applicable governmental laws, rules and
regulations;

o the prompt internal reporting to an appropriate person or
persons identified herein for receiving violations of this Code

o accountability for adherence to this Code. Each Covered Person must conduct
himself or herself in accordance with this Code, and must seek to avoid even the
appearance of improper behavior.

This Code is not intended to cover every applicable law, or to provide answers
to all questions that might arise; for such, the Company relies on each person"s
sense of what is right, including a sense of when it is appropriate to seek
guidance from others on an appropriate course of conduct.

II. Honest And Ethical Conduct Each Covered Person must
always conduct himself or herself in an honest and ethical manner. Each Covered
Person must act with the highest standards of personal and professional
integrity and must not tolerate others who attempt to deceive or evade
responsibility for actions. Honest and ethical conduct must be a driving force
in every decision made by a Covered Person while performing his or her duties
for the Company. When in doubt as to whether an action is honest and ethical,
each Covered Person shall seek advice from his or her immediate supervisor or
senior management, as appropriate.

III. Conflicts Of Interest
The term "conflictof interest" refers to any circumstance that would cast doubt
on a Covered Person's ability to act objectively when representing the Company's
interest. Covered Persons should not use their position or association with the
Company for their own or their family's personal gain, and should avoid
situations in which their personal interests (or those of their family) conflict
or overlap,or appear to conflict or overlap, with the Company's best interests.
The following are examples of activities that give rise to a conflict of
interest. These examples do not in any way limit the general scope of the
Company's policy regarding conflicts of interest.

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o Where a Covered Person's association with (or financial interest in) another
person or entity would reasonably be expected to interfere with the Covered
Person's independent judgment in the Company's best interest, that association
or financial interest creates a conflict of interest.

o The holding of a financial interest by a Covered Person in any present or
potential competitor, customer, supplier, or contractor of the Company creates a
conflict of interest, except where the business or enterprise in which the
Covered Person holds a financial interest is publicly owned, and the financial
interest of the Covered Person in such public entity constitutes less than one
percent (1%) of the ownership of that business or enterprise.

o The acceptance by a Covered Person of a membership on the board of directors,
or serving as a consultant or advisor to any board or any management, of a
business that is a present or potential competitor, customer, supplier, or
contractor of the Company, creates a conflict of interest, unless such
relationship is pre-approved in writing by the principal executive officer of
the Company.

o Engaging in any transaction involving the Company, from which the Covered
Person can benefit financially or otherwise, apart from the usual compensation
received in the ordinary course of business, creates a conflict of interest.
Such transactions include lending or borrowing money, guaranteeing debts, or
accepting gifts, entertainment, or favors from a present or potential
competitor, customer, supplier, or contractor of the Company.

o The use or disclosure of any unpublished information regarding the Company,
obtained by a Covered Person in connection with his or her employment for
personal benefit, creates a conflict of interest.

It is our policy and it is expected that all Covered Persons should endeavor to
avoid all situations that present an actual or apparent conflict of interest.
All actual or apparent conflicts of interest must be handled honestly and
ethically. If a Covered Person suspects that he or she may have a conflict of
interest, that Covered Person is required to report the situation to, and to
seek guidance from, his or her immediate supervisor or senior management, as
appropriate. For purposes of this Code, directors, the principal executive
officer, and the principal financial officer shall reportany such conflict or
potential conflict situations to the chairman of the audit committee, if one be
created, and in the absence of an audit committee, to chairman of the board of
directors. Officers (other than the principal executive officer and principal
financial officer) and employees of the Company shall report any such situations
to their immediate supervisor. It is the responsibility of the audit committee
chairman or the chairman of the board, as applicable, to determine if a conflict
of interest exists or whether such situation is likely to impair the Covered
Persons ability to perform his or her assigned duties with the Company, and if
such situation is determined to present a conflict, to determine the necessary
resolution.

Loans are expressly prohibited from the Company to all directors and executive
officers.

IV. Compliance With Applicable Laws, Rules And Regulations
Full compliance with letter and the spirit of all applicable governmental laws,
rules and regulations, and applicable rules and listing standards of any
national securities exchange on which the Company's securities may be listed, is
one of the foundations on which this Company's ethical policies are built. All
directors and executive officers of the Company must understand and take
responsibility for the Company's compliance with the applicable governmental
laws, rules and regulations of the cities, states and countries in which the
Company operates, and for complying with the applicable rules and listing
standards of any national securities exchange on which the Company's securities
may be listed.

V. Rules To Promote Full, Fair, Accurate, Timely and Understandable Disclosure
As a public company, the Company has a responsibility to report financial
information to security holders so that they are provided with accurate
information in all material respects about the Company's financial condition and
results of operations. It is the policy of the Company to fully and fairly
disclose the financial condition of the Company in compliance with applicable
accounting principles, laws, rules and regulations. Further, it is the Company"s
policy to promote full, fair, accurate, timely and understandable disclosure in
all Company reports

                                               8

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required to be filed with or submitted to the Commission, as required by
applicable laws, rules and regulations then in effect, and in other public
communications made by the Company.

Covered Persons may be called upon to provide or prepare necessary information
to ensure that the Company's public reports are complete, fair and
understandable. The Company expects Covered Persons to take this responsibility
seriously and to provide accurate information related to the Company"s public
disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject. No entries to the Company's books
and records shall be made or omitted to intentionally conceal or disguise the
true nature of any transaction. Covered Persons shall maintain all Company books
and records in accordance with the Company"s established disclosure controls and
procedures and internal controls for financial reporting, as such controls may
be amended from time to time.

All Covered Persons must report any questionable accounting or auditing matters
that may come to their attention. This applies to all operating reports or
records prepared for internal or external purposes, such as sales or backlog
information. If any Covered Person has concerns or complaints regarding
questionable accounting or auditing matters of the Company,Covered Person shall
report such matters to his or her immediate supervisor. If the immediate
supervisor is involved in the questionable accounting or auditing
matter, or does not timely resolve the Covered Person's concern, the Covered
Person should submit their concerns to the principal executive officer or the
principal financial officer. If the principal executive officer and the
principal financial officer are involved in the questionable accounting or
auditing matter, or do not timely resolve the Covered Person's concerns, the
Covered person should submit his or her concern directly to the audit committee,
if one be established, or to the board of directors in the absence of a
designated audit committee. The reporting of any such matters may be done on a
confidential basis, at the election of the Covered Person making the report.

VI. Corporate Opportunities
Directors and employees are prohibited from taking for themselves opportunities
that are discovered through the use of Company property, information or
position, or using Company property, information or position for personal gain.
Directors and employees have a duty to the Company to advance its legitimate
interest when the opportunity to do so arises.

VII. Confidentiality
Directors and employees must maintain the confidentiality of non-public,
proprietary information regarding the Company, its customers or its suppliers,
and shall use that information only to further the business interests of the
Company, except where disclosure or other use is authorized by the Company or
legally mandated. This includes information disseminated to employees in an
effort to keep them informed or in connection with their work activities, but
with the instruction, confidential labeling, or reasonable expectation that the
information be kept confidential.

VIII. Trading on Inside Information Inside
information includes any non-public information, whether favorable or
unfavorable, that investors generally consider important in making investment
decisions. Examples including financial results not yet released, imminent
regulatory approval/disapproval of an alliance or other significant matter such
as the purchase or sale of a business unit or significant assets, threatened
litigation, or other significant facts about a business. No information obtained
as the result of employment at, or a director"s service on the Board of, the
Company may be used for personal profit or as the basis for a "tip" to others,
unless such information is first made generally available to the public.



                                       9

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IX.Protection and Proper Use of Company Assets
Directors and employees should protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have an adverse impact on the
Company and its profitability. Company assets may only be used for legitimate
Company business purposes.

X. Intellectual Property
The Company expends a great deal of time, effort and money to protect our
intellectual property. We are sensitive to issues regarding the improper use of
our intellectual property and avoiding the improper use of intellectual property
of others, including but not limited to copyrights, trademarks, trade secrets
and patents. In fulfillment of our legal obligations with respect to
intellectual property rights, the Company adheres to copyright laws, including
the application of those laws to copyrighted work in print, video, music,
computer software or other electronic formats. Employees must not make any
unauthorized reproduction of any copyrighted work.

XI. Reporting Violations of the Code
Any Covered Person who becomes aware of any violation of this Code must promptly
bring the violation to the attention of the appropriate party as follows:
directors, the Company's principal executive officer and the principal financial
officer shall report on a confidential basis any violations to the chairman of
the audit committee, if one be created, and in the absence of an audit
committee, to the chairman of the board of directors of the Company; Executive
officers and employees of the Company shall report any violations to the
Company's principal executive officer or principal financial officer..

XII. Compliance with the Code
All issues of non-compliance with this Code will be reviewed and evaluated
according to the circumstances and severity of the problem. Senior management
will take such actions as it deems appropriate, which can include disciplinary
action up to and including termination of employment, legal action, and other
measures.

XIII. Waiver of the Code
Any waiver of this Code may be made only bythe independent directors on the
board of directors, or by an authorized committee of the board of directors
comprised solely of independent directors, and will be disclosed as required by
law, Commission regulations, or the rules and listing standards of any national
securities exchange on which the Company's securities may be listed.



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