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

                                   FORM 10-QSB
                                   -----------

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: March 31, 2004                 Commission File Number 0-33339
                   --------------                                        -------


                               NICKLEBYS.COM, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)


           COLORADO                                              84-1494708
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                              Identification No.)


7393 West 44th Avenue, Wheat Ridge, Colorado                            80033
--------------------------------------------                            -----
(Address of principal executive offices)                             (Zip code)

                                 (303) 425-0607
                                 --------------
              (Registrant's telephone number, including area code)


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

12441 West 49th St., Suite One, Wheat Ridge, Colorado                   80033
-----------------------------------------------------                   -----

Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or 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
                                                            -----       -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock,  $.0001 par value                      2,901,011
-------------------------------     --------------------------------------------
          Class                     Number of shares outstanding at May 14, 2004



--------------------------------------------------------------------------------
                     This document is comprised of 14 pages


                                        1
<PAGE>



PART I -FINANCIAL INFORMATION
-----------------------------

ITEM I FINANCIAL STATEMENTS
---------------------------


                               NICKLEBYS.COM, INC.
                               -------------------

                                                                          Page
                                                                         ------
            Condensed Consolidated Balance Sheet as of
            March 31, 2004 (unaudited) ...............................     3

            Condensed Consolidated Statements of Operations
            for the Three Months Ended March 31, 2004 and
            2003 (unaudited) .........................................     4

            Condensed Consolidated Statements of Cash Flows
            for the Three Months Ended March 31, 2004 and
            2003 (unaudited) .........................................     5

            Notes to Condensed Consolidated Financial
            Statements (unaudited) ...................................     6

Item 2.     Management's Discussion and Analysis or Plan of
            Operation ................................................     7

Item 3.     Controls and Procedures...................................     8

                                     Part II

Items 1-6.  Other Information ........................................     8

            Signatures ...............................................    10

            Certifications............................................    11


















                                        2
<PAGE>




<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2004
                                   (Unaudited)


                                     ASSETS
<S>                                                                    <C>
Current assets:
     Cash..........................................................    $           -
     Accounts receivable...........................................            1,075
     Accounts receivable, related party............................            5,840
     Merchandise inventories, at the lower of cost or market.......           47,978
                                                                       --------------
         Total current assets......................................           54,893

Property and equipment, net........................................            1,029
Intangible assets, net.............................................              169
                                                                       --------------
                                                                       $      56,090
                                                                       ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities......................    $      20,473
                                                                       --------------
         Total current liabilities.................................           20,473
                                                                       --------------

Shareholders' equity:
     Preferred stock...............................................                -
     Common stock..................................................              291
     Additional paid-in capital....................................        5,160,997
     Outstanding common stock options..............................          106,600
     Retained deficit..............................................       (5,232,270)
                                                                       --------------
         Total shareholders' equity................................           35,618
                                                                       --------------
                                                                       $      56,091
                                                                       ==============
</TABLE>













      See accompanying notes to condensed consolidated financial statements
                                        3
<PAGE>




<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)


                                                              Three Months Ended
                                                                  March 31,
                                                       --------------------------------
                                                            2004              2003
                                                       --------------    --------------

<S>                                                    <C>               <C>
Sales of art work and collectibles:                    $      15,015     $     132,989
                                                       --------------    --------------

Operating expenses:
     Cost of sales, artwork and collectibles.......           18,821           113,910
     Selling and marketing expense.................                -            20,486
     Management fee paid to affiliate..............            6,975             1,214
     Depreciation and amortization.................              680             2,607
     General and administrative....................           11,787            71,593
                                                       --------------    --------------
         Total operating expenses..................           38,263           209,810
                                                       --------------    --------------

         Loss from operations......................          (23,247)          (76,821)

Other income (expense):
     Interest income...............................                -                94
     Other income..................................               (0)              863
                                                       --------------    --------------
         Net loss income before income taxes.......          (23,248)          (75,864)
                                                       --------------    --------------

Provision (benefit) for income taxes...............                -                 -
                                                       --------------    --------------
         Net loss..................................    $     (23,248)    $     (75,864)
                                                       ==============    ==============

Basic and diluted loss per share...................    $       (0.01)    $       (0.03)
                                                       ==============    ==============
Weighted average common shares outstanding.........        2,901,011         2,901,011
                                                       ==============    ==============
</TABLE>















      See accompanying notes to condensed consolidated financial statements
                                        4
<PAGE>




<TABLE>
<CAPTION>
                               NICKLEBYS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)


                                                                     Three Months Ended
                                                                         March 31,
                                                              --------------------------------
                                                                   2004              2003
                                                              --------------    --------------


<S>                                                           <C>               <C>
            Net cash (used in) operating activities.......    $        (156)    $     (26,897)
                                                              --------------    --------------

            Net change in cash............................             (156)          (26,897)

Cash at beginning of period...............................              156            51,065
                                                              --------------    --------------
            Cash at end of period.........................    $           -     $      24,168
                                                              ==============    ==============

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
         Interest.........................................    $           -     $           -
                                                              ==============    ==============
         Income taxes.....................................    $           -     $           -
                                                              ==============    ==============
</TABLE>



























      See accompanying notes to condensed consolidated financial statements
                                        5
<PAGE>






                               NICKLEBYS.COM, INC.

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1: Basis of presentation
        ---------------------

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies in its Form 10-KSB dated December 31,
2003, and should be read in conjunction with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.


Note 2: Related party transactions
        --------------------------

An officer  purchases  merchandise on behalf of the Company in the normal course
of  business.  The  Company  purchased  merchandise  in the  amounts of $-0- and
$105,050 from the officer during the three months ended March 31, 2004 and 2003,
respectively.

Commissions  paid to an affiliate,  Estate  Traders,  LLC,  totalled  $6,975 and
$1,214 during the three months ended March 31, 2004 and 2003, respectively.  The
commissions  represent a management fee for services  performed on behalf of the
company and are  reflected  as  management  fees in the  accompanying  financial
statements.


Note 3: Income taxes
        ------------

The  Company  records  its  income  taxes  in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes".  The Company incurred net operating losses during
the three months ended March 31, 2004,  resulting in a deferred tax asset, which
was fully allowed for;  therefore,  the net benefit and expense resulted in $-0-
income taxes.



















                                        6
<PAGE>






Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following  discussion and analysis covers material  changes in the financial
condition of Nicklebys.com, Inc. ("Company" or "us") since December 31, 2003 and
material  changes in our results of operations  for the three months ended March
31, 2004 as compared to the same period in 2003.  This  discussion  and analysis
should  be read in  conjunction  with  "Management's  Discussion  and  Analysis"
included  in the  Company's  Annual  Report on Form  10K-SB  for the year  ended
December 31, 2003,  including audited financial statements contained therein, as
filed with the Securities and Exchange Commission.

Special note regarding forward-looking statements
-------------------------------------------------

"Safe Harbor"  statement under the Private  Securities  Litigation Reform Act of
1995: Certain statements in this report,  including statements of Nicklebys.com,
Inc. ("Nicklebys") and management's expectations, intentions, plans and beliefs,
including those contained in or implied by "Management's Discussion and Analysis
of Financial  Condition  and Results of  Operations"  and the Notes to Condensed
Consolidated Financial Statements,  contain forward-looking  statements relating
to the  expected  capabilities  of  Nicklebys,  as defined in Section 21D of the
Securities Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties  that are outside  Nicklebys' and/or  management's  control.  Such
forward-looking   statements   include   expressions  of  belief,   expectation,
contemplation, estimation and other expressions not relating to historical facts
and circumstances.

These   forward-looking   statements   are   subject  to   numerous   risks  and
uncertainties, including the risk that (i) other companies will develop products
and services perceived to be superior than the present and proposed products and
services  of  Nicklebys;  (ii) the  products  and  services  may not be marketed
effectively by Nicklebys;  (iii) potential customers may find other products and
services more  suitable for the  applications  marketed by  Nicklebys;  (iv) the
future outcome of regulatory and litigation  matters are not  determinable;  (v)
the  assumptions  described  in  this  report  underlying  such  forward-looking
statements  as well as other risks that may cause such  statements  not to prove
accurate.  Any projections or estimates  herein made assume certain economic and
industry  conditions  and  parameters  subject to change.  Any  opinions  and/or
projections  expressed  herein are solely those of Nicklebys  and are subject to
change without notice.  Actual results and developments  could differ materially
from those expressed in or implied by such statements due to a number of factors
including those described in the context of such forward-looking statements.

Results of Operations
---------------------

Three Months Ended March 31, 2004, Versus Three Months Ended March 31, 2003
---------------------------------------------------------------------------

We have been unable to meet the  objectives of our business plan to sell artwork
and collectibles via the Internet for the following  reasons,  among others; (1)
undercapitalization,  (2) failure to penetrate the Internet market, (3) industry
conditions,  and (4) general economic  conditions.  Our cash balance is very low
and we are  selling  product at below  cost.  During  the  quarter to which this
report relates,  we restructured  our operations to address our present economic
reality.  In August 2003, our Board of Directors approved a restructuring  plan.
By following this plan, we have drastically reduced expenses,  terminated all of
our  employees  and  engaged a related  entity,  Estate  Traders,  LLC  ("Estate
Traders") to manage our affairs.  We pay Estate  Traders a commission  of 30% on
all sales as reimbursement for management services.

We incurred a net loss of $23,248  ($.01 per share) for the three  months  ended
March 31,  2004,  as compared to a net loss of $75,864  ($.01 per share) for the
three months ended March 31, 2003 primarily because of the following:




                                        7
<PAGE>






     1.   Sales revenue decreased from $132,989 for the three months ended March
          31,  2003,  to  $15,015  for the three  months  ended  March 31,  2004
          primarily  due to the lack of demand for our  inventory of artwork and
          collectibles  and our  own  curtailed  operations.  Our  gross  margin
          dropped 39 percent from the year earlier  period (-25% and 14% for the
          three  months  ended March 31, 2004 and 2003,  respectively).  In some
          cases, we are selling merchandise at below cost. We expect to continue
          to sell certain products at below coast for the foreseeable future.

     2.   General and  administrative  expenses  decreased  from $71,593 for the
          three  months  ended March 31,  2003 to $11,787  for the three  months
          ended  March  31,  2004,  primarily  due to the  cost  reduction  plan
          resulting from the restructuring of our operations.

     3.   Sales and marketing  expenses  decreased  from $20,486 to $-0- for the
          three  months  ended March 31, 2003 as compared  with the three months
          ended  March  31,  2004.  We  currently  pay  Estate  Traders  a sales
          commission  which we classify as management  fees in the  accompanying
          condensed financial statements.

Financial Condition and Liquidity
---------------------------------

Operations are the source of our liquidity.  However,  due to operating  losses,
our cash balance has decreased from $157 to $-0- since year-end. We have current
assets of $54,893  compared with current  liabilities of $20,473 as of March 31,
2004.  However,  included in the current  assets are  inventories of artwork and
collectibles  totalling  $47,978  (or 85 percent of current  assets).  We are no
longer purchasing  inventory.  We have not set up an inventory  reserve.  We are
current  on our  obligations  as of  March  31,  2004.  We have no plans to file
bankruptcy  or close our  doors.  However,  we are  currently  studying  several
alternative courses of action.


Item 3. Controls and Procedures
-------------------------------

     Evaluation of disclosure controls and procedures
     ------------------------------------------------

     We maintain  controls and  procedures  designed to ensure that  information
     required to be  disclosed  in the reports  that we file or submit under the
     Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
     reported  within the time  periods  specified in the rules and forms of the
     Securities and Exchange  Commission.  Based upon their  evaluation of those
     controls and procedures performed within 90 days of the filing date of this
     report,  our chief executive  officer and the principal  financial  officer
     concluded that our disclosure controls and procedures were adequate.

     Changes in internal controls
     ----------------------------

     There were no  significant  changes in our  internal  controls  or in other
     factors that could  significantly  affect these controls  subsequent to the
     date of the evaluation of those controls by the chief executive officer and
     principal financial officer.


Part II   Other Information
-------   -----------------

Item 1 - Legal Information:
          No response required.

Item 2 - Changes in Securities:
          No response required.




                                        8
<PAGE>






Item 3 - Defaults Upon Senior Securities:
          No response required.

Item 4 - Submission of Matters to a Vote of Security Holders:
          No response required.

Item 5 - Other information:
          No response required.

Item 6: Exhibits and Reports on Form 8-K

     (a). Exhibits:

          1.   31.1:  Certification of Chief Executive  Officer pursuant to Rule
                      13a-14(a)/15(d)-14(a)
          2.   31.2:  Certification of Chief Financial  Officer pursuant to Rule
                      13a-14(a)/15(d)-14(a)
          3.   32.1:  Certification  Pursuant  to 18  U.S.C.  Section  1350,  as
                      adopted pursuant  to Section 906 of the Sarbanes-Oxley Act
                      of 2002 - CEO
          4.   32.2:  Certification  Pursuant  to 18  U.S.C.  Section  1350,  as
                      adopted pursuant  to Section 906 of the Sarbanes-Oxley Act
                      of 2002 - CFO

     (b). We did not file any  reports on Form 8-K during the period  covered by
          this report.


































                                        9
<PAGE>






SIGNATURES
----------


The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended March 31, 2004 have been
included.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.






                                               NICKLEBYS.COM, INC.
                                               (Registrant)


DATE:  May 20, 2004                            BY: /s/ Scott Thornock
       ------------                                -----------------------------
                                                   Scott Thornock
                                                   CEO, President and Treasurer































                                       10