UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-KSB/A


(Mark One)

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

For the fiscal year ended  March 31, 2004
                           --------------------------

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

For the transition period from                to
                               --------------    ----------------

Commission file number:  005-79666
                         ----------------------------


                           BRANSON JEWELRY (USA), INC.
                           ---------------------------
                 (Name of small business issuer in its charter)

Nevada                                                       91-2127391
--------------------------------                             -------------------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

Suite 359, 01-1865 Dilworth Dr., Kelowna,
British Columbia Canada                                        V1Y 9T1
-----------------------------------------------                -----------------
(Address of principal executive offices)                          (Zip Code)


Issuer's telephone number  250-801-3140
                           ------------


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


     Title of each class                    Name of each exchange on
     to be so registered: Common Shares     which each  class is to be
                          -------------     registered:         NASD OTC:BB
                                                                -----------



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

Common Shares
--------------------------------------------------------------------------------
(Title of class)


--------------------------------------------------------------------------------
(Title of class)




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





<PAGE>



Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is 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. [_]

State issuer's revenues for its most recent fiscal year.  $0.00
                                                         -------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.


(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.     Yes  [_]     No [_]


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of March 31, 2004 the registrant had 11,387,500 shares of common stock, $.001
par value, issued and outstanding.  In June, 2003, 10,000,000 common shares were
cancelled and returned to treasury by way of consent of those  shareholders.  As
at June 28, 2004, 11,387,500 shares are issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (Check one):   Yes [_];   No [X]




<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


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


PART I........................................................................1

   ITEM 1.  DESCRIPTION OF BUSINESS...........................................1
   ITEM 2.  DESCRIPTION OF PROPERTY...........................................6
   ITEM 3.  LEGAL PROCEEDINGS.................................................6
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............6

PART II.......................................................................6

   ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
   STOCKHOLDER MATTERS........................................................6
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
   OPERATIONS AND FINANCIAL CONDITION.........................................6
   ITEM 7.  FINANCIAL STATEMENTS..............................................9

FINANCIAL STATEMENTS..........................................................9

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
   ACCOUNTING AND FINANCIAL DISCLOSURE.......................................19
   ITEM 8A. CONTROLS AND PROCEDURES..........................................19

PART III.....................................................................19

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
   CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
   EXCHANGE ACT..............................................................19
   ITEM 10. EXECUTIVE COMPENSATION...........................................20
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
   AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS............................20
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................21
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................21
   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................21

SIGNATURES...................................................................21

   EXHIBIT 14.1 - CODE OF ETHICS.............................................22
   EXHIBIT 31.1 - CERTIFICATIONS.............................................26
   EXHIBIT 32.1 - CERTIFICATIONS.............................................27

























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Form 10KSB - For the period ending March 31, 2004                       Page i
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


PART I
------

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

General
-------

Branson Jewelry (USA), Inc. was incorporated on January 17, 2001 in the state of
Nevada. Since inception,  we have commenced operations by purchasing an existing
electronic  website  (www.denmans.com)  for the purpose of retailing jewelry and
                      ---------------
jewelry  related  products to the public in established  markets under the URL -
www.bransonsjewelry.com.
-----------------------

Corporate Background
--------------------

Branson  Jewelry  (USA),  Inc.  ("Branson" or the  "Company") is a United States
publicly  reporting  company  and has its  head  office  at Suite  359,  01-1865
Dilworth Dr., Kelowna, British Columbia.

On April 1, 2001,  we entered  into a loan  facility  agreement  wherein we were
given  access  to the sum of  $100,000  to be drawn  upon  and paid  back at our
discretion,  with interest  accruing on all unpaid amounts at the rate of 8% per
annum.

On or about May 1, 2001,  our Board of Directors  authorized  us to proceed with
the purchase of the website from Denmans  Jewelry  (USA) Inc,  which website was
transformed into our functioning  platform for the purposes of retailing jewelry
and   jewelry    related    products   via   the   Internet    under   our   URL
www.bransonsjewelry.com. Said purchase and sale was completed on June 17, 2001.
-----------------------

We  currently  employ one full time person who is  responsible  for our business
activities.

We intend to establish ourselves as an on-line retailer of jewelry,  watches and
loose diamonds. Our mission is to combine the advantages of online commerce with
a superior  customer focus in order to be the  authoritative  source for jewelry
and jewelry related products.

Our online  store offers a broad  selection,  informative  content,  easy to use
navigation  and  search   capabilities,   a  high  level  of  customer  service,
competitive pricing and personalized merchandising and recommendations. With the
intention to make  available up to 100,000 items,  excluding  loose diamonds and
gemstones, we provide a selection of readily available products that is 20 to 50
times that of a typical,  store-based,  jewelry products retailer.  The store is
open 24 hours a day,  seven days a week and offers its customers  convenient and
timely product fulfillment, including an overnight delivery option.

The use of the  Internet  for  commercial  transactions  is at an early stage of
development and is rapidly  growing.  As is typical for new and rapidly evolving
industries,  demand and market acceptance for recently  introduced  services and
products  are subject to a high level of  uncertainty.  Global  commerce and the
online  exchange of information on the Internet and other similar open wide area
networks  are new and  evolving  and the  Internet  may not prove to be a viable
commercial  marketplace  because  of  inadequate  development  of the  necessary
infrastructure, failure to develop enabling technology or complementary services
and products and adopt  protocols and  standards on a timely  basis,  inadequate
commercial  support or  concerns  over  fraud and  privacy  and  confidentiality
issues.

In addition,  the Internet may not be accepted as a viable long-term  commercial
marketplace  for  a  number  of  reasons,   including   potentially   inadequate
development of the necessary network  infrastructure  or delayed  development of
enabling technologies and performance improvements. If the Internet continues to
experience  significant  expansion  in the number of users,  frequency of use or
bandwidth  requirements,  the  infrastructure  for the Internet may be unable to
support  the demands  placed upon it. In  addition,  the  Internet  may lose its
viability as a commercial medium due to delays in the development or adoption of
new  standards  and protocols  required to handle  increased  levels of Internet
activity,  or  due  to  increased  governmental   regulation.   Changes  in,  or
insufficient  availability  of,  telecommunications   services  to  support  the
Internet also may result in slower response times and adversely  affect usage of
the Internet generally.

The success of our electronic commerce services will depend in large part on the
widespread adoption of the Internet for commercial transactions. The development
of the Internet for  commercial  transactions  will also depend on acceptance of
certain technology,  including electronic commerce by credit card processors and
financial institutions.

We have  implemented  a broad  array  of  expandable  site  management,  search,
customer  interaction  and  distribution  services  systems  that can be used to
display  products, process  customer  orders and payments.  These  services  and


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Form 10KSB - For the period ending March 31, 2004                      Page 1
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


systems use a combination  of  commercially  available,  licensed  technologies,
which have been customized and integrated to provide the platform for the online
store. The Website was purchased from Denmans Jewelry  (Canada),  Inc., a Nevada
corporation.  The purchased Website underwent some  modifications that included,
among  other  things,  changes to the name and contact  information  and general
updating. The Website is currently being hosted by a third party hosting service
on a  month-to-month  basis.  We believe  that the  software has the capacity to
facilitate  every aspect of our plans in respect of the store,  including  order
taking,  confirmation  of orders,  organizing,  placing and managing orders with
suppliers,  managing shipment of products to customers,  credit card processing,
order fulfillment,  distribution, data collection,  accounting and the provision
of information of users.

We have  identified a number of jewelry  manufacturers  and  wholesalers  in the
"Jewelry  District",  located in Los Angeles,  California  in order to access an
extensive   list  of  suppliers  of  jewelry  and  jewelry   related   products.
Introductions  to suppliers in this district were made by former Denmans Jewelry
(USA) Inc. management and employees.  We intend to develop relationships with as
many of these  entities as  possible  such that we may access  their  respective
inventories on a "Just-in-Time"  inventory basis that is expected to allow us to
maximize  product  offerings  and  the  related  efficiencies  of the  Internet.
Although  we do not  expect  to enter  into any type of  agreements  with  these
suppliers,  we have been able to have them agree to supply us product on a piece
by piece  basis  once the order  has been  placed  through  the  Website  by our
customers.  In this  way,  we do not need to carry  inventory.  We only  need to
display the inventory on the website. When a customer chooses a product from the
website, we call on the supplier to send us the piece. Wholesale prices for each
item  are  set by the  supplier  and we mark  the  item  up  accordingly  before
displaying  it on the website.  All shipping  costs  between the supplier and us
will be paid by us and all  shipping  from us to the  customer is expected to be
paid by the customer.  We expect to maintain price discretion and inventory risk
if the item is returned by the  consumer.  We will also be  responsible  for the
collection of all accounts receivable from consumers.

We intend to rely on  third-party  carriers,  such as the United  States  Postal
Service, UPS and Federal Express, for product shipments,  including shipments to
and from suppliers. We are, therefore,  subject to the risks, including employee
strikes and delays due to inclement  weather,  associated  with these  carriers'
ability to provide delivery services to meet our shipping needs. Any failures in
the  delivery  of product  may result in  customer  dissatisfaction  and loss of
revenues, and potentially may damage our ability to operate.

We believe  that our  ability  to attract  customers,  facilitate  broad  market
acceptance of our products and enhance sales and marketing  capabilities depends
on our  ability to develop  and  maintain  strategic  relationships  with search
engines,  portals,  distributors,   suppliers,   manufacturers,   designers  and
wholesalers. If we are unable to develop or maintain these key relationships, we
may not be able to attract and retain customers to our website and we may not be
able to supply product  requested by customers.  In either of these  situations,
our  revenues  will be  negatively  affected,  our ability to  continue  will be
reduced,  if not  eliminated,  and  investors  may  lose  some  or all of  their
investment.

The online  market for jewelry and jewelry  related  products is in its infancy.
The market is  significantly  less  developed  than the online market for books,
auctions,  music, software and numerous other consumer products.  Even if use of
the Internet and electronic commerce continues to increase,  the rate of growth,
if any, of the online market for jewelry products may be significantly less than
the online market for other  products.  Our rate of revenue growth may therefore
be significantly  less than other online merchants.  As such, we may not be able
to generate profits at anticipated levels or at all.

We greatly depend on our "Christmas selling season" for our success. The success
of our Christmas  season depends on many factors  beyond our control,  including
general economic conditions and industry competition. Sales during the Christmas
selling season typically  account for  approximately 50% of net sales and almost
all of annual earnings.  If we do not have success during the Christmas  season,
it will have an adverse material effect on our annual sales,  which effect could
impair our ability to fund  operations into the next calendar year and investors
may lose some or all of their investment.

Products and Services
---------------------

By combining  expertise in jewelry and jewelry related products and a commitment
to  excellent  customer  service  with the  benefits of Internet  retailing,  we
deliver a unique  shopping  experience  to  consumers.  Our initial  focus is on
authentic fine jewelry,  watches,  loose  diamonds and gemstones.  We anticipate
being  able  to  carry  approximately  100,000  jewelry  items  on  our  website
www.bransonsjewelry.com.  We  believe  that  jewelry  is well  suited for online
-----------------------
commerce given the increased  commoditization of jewelry  components,  generally
high average sales prices and, in light of our  inventory-less  business  model,
low average distribution and shipping costs. We intend to add several categories
and features to the website which are  anticipated to increase the  "stickiness"
of the website or the amount of time a consumers  spends on the website.  Luxury
For Less (designer  replicas),  Expert Advice (facts and information about gold,
diamonds,  care, cleaning,  how to buy a diamond, etc), Fashion Report (spotting
trends and styles) inFOCUS (small info-boxes with facts about styles or jewelry)
are all being  designed to entice the consumer to stay longer or return for more
information regarding specific items of jewelry.


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Form 10KSB - For the period ending March 31, 2004                      Page 2
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


We do not carry inventory and, through potential  agreements with suppliers hope
to be able to source product purchased by consumers on an order-by-order  basis.
This  `just-in-time'  supply  formula  enables us to realize  considerable  cost
savings in our  operations  while at the same time offer  efficiency of service.
The  formula   eliminates  the  burden  and  costs   associated   with  constant
communication with suppliers while waiting for inventory. Expeditious deliveries
direct from  suppliers  increase the profit per item which we can pass on to the
consumer in the form of  significantly  lower prices.  Streamlining  the control
over the product line while  eliminating  the need for  inventory  enables us to
move  more   quickly  and  capture  a  larger   portion  of  market  share  than
brick-and-mortar establishments in the event of fast moving trends or styles.

The marketing  arm of DeBeers  Consolidated  Mines,  Ltd.,  the Central  Selling
Organization ("CSO"), possesses considerable influence over the world supply and
price of diamonds,  supplying  approximately 80% of the world's demand for rough
diamonds over the past several years. The continued  availability of diamonds to
our suppliers is materially dependent on the political and economic situation in
South Africa.  While several other  countries  also supply  diamonds,  we cannot
predict with  certainty the effect on the overall supply or price of diamonds in
the event of an  interruption  of diamond  supply  from South  Africa or CSO. If
there  is a  supply  interruption,  we may not be able  to fill  orders  that we
receive  for these  products.  We expect to be  subject to other  supply  risks,
including fluctuations in the prices of precious gems and metals.  Presently, we
do not engage in any activities to hedge against  possible  fluctuations  in the
prices of precious gems and metals. However, if fluctuations in these prices are
unusually  large or rapid and result in  prolonged  higher or lower  prices,  we
cannot assure that the necessary  retail price  adjustments  can be made quickly
enough to  prevent us from  selling  product  below its actual  cost to us which
would  result in losses or we may not reduce our  prices  fast  enough to remain
competitive in this market, thereby reducing our sales.

Jewelry  purchases  are  discretionary  for  consumers  and may be  particularly
affected by adverse trends in the general economy. The success of our operations
depends  to  a  significant   extent  upon  a  number  of  factors  relating  to
discretionary  consumer  spending,  including  economic  conditions  that affect
disposable  consumer income such as:  employment;  wages and salaries;  business
conditions; interest rates; availability of credit; and taxation for the economy
as a whole and in regional and local markets  where we operate.  There can be no
assurance  that  consumer  spending  will not be  adversely  affected by general
economic conditions and negatively impact our results of operations or financial
condition.  Any  significant  deterioration  in general  economic  conditions or
increases  in interest  rates may inhibit  consumers'  use of credit and cause a
material  adverse affect on our net sales and  profitability.  Furthermore,  any
downturn  in general or local  economic  conditions  in the  markets in which we
operate could materially adversely affect our collection of outstanding customer
accounts receivables.

We intend to be dependant on a limited number of  third-party  suppliers for the
products we will require to meet consumer demands,  and if we fail to develop or
maintain  relationships  with these or other vendors,  the products required may
cease to be available  or may be  available  only at higher cost or after a long
delay. We do not intend to have long-term  contracts with any suppliers.  We may
not be able to procure  sufficient  quantities  of our  products  on  acceptable
commercial  terms in the future.  Any failures in this area may adversely affect
our ability to obtain supplies of product which may cause our ability to produce
revenues to decrease or cease.

Regulatory Issues
-----------------

As  Internet  use gains  popularity,  it is  possible  that a number of laws and
regulations  may be adopted with respect to the  Internet.  These laws may cover
issues such as privacy,  freedom of expression,  pricing, content and quality of
products and services, taxation,  advertising,  intellectual property rights and
information  security.  Furthermore,  the growth of online  commerce  may prompt
calls for more stringent  consumer  protection  legislation to limit the uses of
personal user  information  gathered  online and may require online  services to
establish  privacy  policies.  The  Federal  Trade  Commission  ("FTC") has also
initiated action on more than one occasion against online services regarding the
manner in which  personal  information  is collected  from users and provided to
third parties. We do not contemplate  providing personal  information  regarding
our customers to third  parties.  However,  the adoption of additional  consumer
protection laws could create uncertainty in Internet usage and reduce the demand
for our services.

Our business  practices are subject to review in the ordinary course of business
by the FTC.  We operate in material  compliance  with all  applicable  state and
federal regulations. However, there can be no assurance that a failure to comply
with  applicable  regulations  will not have a material  adverse effect on us. A
substantial  amount of merchandise  in the retail  jewelry  industry is commonly
sold  at a  discount  to  the  "regular"  or  "original"  price.  The  State  of
Washington,  in which we intend to operate,  has regulations  which require that
the  retailers  offering   merchandise  at  discounted  prices  must  offer  the
merchandise  at the regular or original  prices for stated  periods of time.  We
intend to operate in compliance with all such applicable laws.

In  addition,  the FTC sets out  guidelines  in respect  of various  disclosures
required of retailers  selling jewelry,  gemstones and jewelry related products.
These disclosure  requirements  primarily deal with what  representations may be


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Form 10KSB - For the period ending March 31, 2004                      Page 3
<PAGE>



                           BRANSON JEWELRY (USA), INC.
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made  verbally or in writing in respect of various  aspects of the  qualities of
the specific piece of jewelry and/or its components,  including,  precious metal
content,  gemstone  make-up  and whether  any  enhancements  have been made to a
gemstone,  to name  just a few.  We  intend  to  strictly  adhere  to the  FTC's
guidelines in these regards.

We are uncertain how our business may be affected by the application of existing
laws governing  such issues as property  ownership,  copyrights,  encryption and
other intellectual  property issues,  taxation,  libel,  obscenity and export or
import matters. The vast majority of these laws were adopted prior to the advent
of the Internet.  As a result, these laws do not directly address or contemplate
the unique issues of the Internet and related technologies. Changes in laws that
are intended to address  these issues could create  uncertainty  in the Internet
market place. This uncertainty could reduce demand for our services or our costs
of doing  business  may  increase as a result of  litigation  costs or increased
service delivery costs.

In addition,  because our services are  available  over the Internet in multiple
states and foreign countries, other jurisdictions may claim that we are required
to qualify to do business in that state or foreign country. We intend to qualify
to do business  in Los  Angeles,  California,  Seattle,  Washington  and British
Columbia, Canada. Our failure to qualify in a jurisdiction where we are required
to do so could  subject us to taxes and/or  penalties.  It could also hamper our
ability to enforce contracts in these jurisdictions.  The application of laws or
regulations  from  jurisdictions  whose laws do not currently  apply to us could
have a material  adverse  effect on our results of operations  and our financial
condition.

Websites  typically  place  "cookies" on a user's hard drive  without the user's
knowledge or consent,  which cookies are small electronic files which enable the
website to track that user's subsequent  presence on the website.  Although some
companies refuse to use cookies, we use them for a variety of reasons, including
the collection of data derived from the user's  Internet  activity.  We use this
data to better target sales and marketing efforts to our current and prospective
customer  base.  Accordingly,  any reduction or limitation in the use of cookies
may limit the effectiveness of our sales and marketing  efforts.  Most currently
available Web browsers  allow users to remove  cookies at any time or to prevent
cookies from being stored on their hard drives. In addition,  some commentators,
privacy advocates and governmental bodies have suggested limiting or eliminating
the use of cookies. For example, the European Union recently adopted a directive
addressing  data  privacy  that may  limit  the  collection  and use of  certain
information  regarding  Internet users.  This directive may limit our ability to
target advertising or collect and use information in certain European countries.
In addition,  the FTC and several  states have  investigated  the use by certain
Internet companies of personal information.  We may incur significant additional
expenses  if new  regulations  regarding  the use of  personal  information  are
introduced or if our privacy practices are investigated.

Laws and regulations  directly applicable to communications or commerce over the
Internet  are  becoming  more  prevalent.  The most  recent  session of the U.S.
Congress  resulted in Internet laws regarding  children's  privacy,  copyrights,
taxation and the transmission of sexually explicit material.  The European Union
recently  enacted its own privacy  regulations.  In particular,  many government
agencies  and  consumers  are focused on the privacy and security of medical and
pharmaceutical  records.  The  law of the  Internet,  however,  remains  largely
unsettled,  even in areas where there has been some legislative  action.  It may
take years to determine  whether and how existing  laws such as those  governing
privacy,  libel and taxation  apply to Internet  stores such as ours.  The rapid
growth and  development  of the market for online  commerce may prompt calls for
more stringent  consumer  protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business online.

In order to comply with new or existing laws regulating online commerce,  we may
need to modify the manner in which we propose to do  business,  which may result
in  additional  expenses.  We may need to hire  additional  personnel to monitor
compliance  with  applicable  laws.  We may also need to modify our  software to
further protect our customers' personal information.

We do not collect  sales or other similar taxes in respect of goods sold through
our website other than to customers residing in Washington.  Nonetheless, one or
more  state or  federal  governments  may seek to impose  sales  tax  collection
obligations on companies  that engage in or facilitate  online  commerce,  and a
number of  proposals  have been made at the state and local  levels  that  would
impose  additional taxes on the sale of goods and services through the Internet.
Such proposals,  if adopted,  may substantially  impair the growth of electronic
commerce,  and may adversely affect our opportunity to derive financial  benefit
from such  activities and might require us to modify our system at  considerable
expense  to us. A  successful  assertion  by one or more  states or the  federal
government  that we should collect  further sales or other taxes on the sales of
products   through  our  website  may  increase  our   expenses,   decrease  our
competitiveness and decrease our profitability.

Subsidiaries
------------

The Company does not currently own any subsidiaries.


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Form 10KSB - For the period ending March 31, 2004                      Page 4
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                           BRANSON JEWELRY (USA), INC.
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Competition
-----------

Our success will significantly  depend on our ability to design,  develop,  test
and support, on a timely basis, new products and enhancements that meet changing
customer  needs and  respond to  technological  changes  and  evolving  industry
standards. The markets for these technologies for the Internet are characterized
by rapid and  significant  technological  changes in the computer,  software and
telecommunications industries, as well as rapid changes in consumer preferences.
Also, we may  experience  difficulties  that may delay or prevent the successful
development,  introduction and marketing of new products and  enhancements.  New
products and  enhancements may not be introduced in a timely fashion and may not
adequately   meet  the   requirements  of  the  marketplace  or  achieve  market
acceptance.  If we  experience  material  delays in  introducing  new  services,
products and enhancements,  customers may forego the use of our services and use
those of competitors'.

There are  several  other  retailers  of jewelry and  jewelry  related  products
currently  accessible  through  computer  networks all competing for  consumers'
monthly jewelry related  dollars.  We also compete with many other  traditional,
store-based  retailers  of  jewelry.  We  cannot  predict  how  these  competing
industries  may grow or to what  extent  such growth may  decrease  revenue.  We
believe that the principal  competitive factors in the online jewelry market are
brand recognition, selection, variety of value-added services, ease of use, site
content, quality of service, technical expertise,  product exclusives and price.
Many of our  potential  competitors  have  longer  operating  histories,  larger
customer bases,  greater brand recognition and significantly  greater financial,
marketing  and other  resources  than us. We are aware that certain  competitors
have and may  continue to adopt  aggressive  pricing or  inventory  availability
policies  and  devote  substantially  more  resources  to  Website  and  systems
development  than us.  Increased  competition  may result in  reduced  operating
margins and loss of market share.

The  significant  growth and  expansion of our  business  coupled with the rapid
evolution of the markets,  have placed, and are expected to continue to place, a
significant  strain on our management and operational  resources and to increase
demands on our internal systems,  procedures and controls.  Our future operating
results will depend on our ability to develop and manage  further  growth,  hire
and retain  significant  numbers of  qualified  employees,  accurately  forecast
revenue and control expenses.  A decline in the growth rate of revenue without a
corresponding  and timely  slowdown in expense growth or our inability to manage
future growth  efficiently  may deplete our resources and our  shareholders  may
lose all or substantially all of their invested capital.

We  believe  that  success  depends  on  increased  use  of the  Internet  as an
advertising  medium.  We expect that we will derive a substantial  amount of our
revenue from advertising and sponsorships.  The Internet  advertising  market is
new and rapidly evolving such that we are unable to predict its effectiveness as
compared  to  traditional  media  advertising.  As a result,  demand  and market
acceptance for Internet  advertising  solutions are  uncertain.  The adoption of
Internet  advertising,  particularly  by those  entities that have  historically
relied upon traditional media for advertising,  requires the acceptance of a new
way of conducting business,  exchanging information and advertising products and
services.  The market for  Internet  advertising  may not  continue to emerge or
become sustainable.  If the market for Internet  advertising fails to develop or
develops more slowly than expected,  then our ability to generate  revenue would
be materially adversely affected.

We  believe  that  we must  achieve  some  sales  and  market  share  to  become
profitable. Accordingly, we intend to spend significant amounts on an aggressive
brand-enhancement strategy, which includes advertising, promotional programs and
public relations  activities.  Our brand promotion efforts may not be successful
or may not  sufficiently  increase  our  revenue  to cover our  advertising  and
promotional expenses.

We intend to operate in a highly  competitive  Internet  retail jewelry  market.
Numerous  other  companies,  including  publicly  and  privately  held  internet
websites, independent stores and small retail chains, department stores, catalog
showrooms,  direct mail suppliers and television home shopping networks, compete
against us on both national and regional levels.  Certain of our competitors are
much larger than us and have greater  financial  resources.  If we are unable to
successfully  compete in this market,  we may be forced to cease  operations and
our investors may lose all of their investment.

Research and Development
------------------------

During  fiscal  2004 the  Company  invested  approximately  $0 in  research  and
development related to new products and services.

Forward-Looking Statements
--------------------------

Certain  statements  contained herein  constitute  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive,  future-tense or forward-looking terminology,  such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "intends," or
similar terms.  These statements appear in a number of places in this report and
include statements  regarding the intent,  belief or current expectations of the
Company,  its directors or its officers with respect to, among other things: (i)

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 5
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


trends  affecting the Company's  financial  condition or results of  operations,
(ii) the Company's business and growth  strategies,  (iii) the wireless Internet
and mobile commerce and (iv) the Company's financing plans.

Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the  forward-looking  statements as a result of various factors set
forth  under  "Risk  Factors"  and  elsewhere  in  this  report.  The  preceding
discussion of the  financial  condition and results of operations of the Company
should be read in  conjunction  with the financial  statements and notes related
thereto included elsewhere in this report.


ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------

Leasehold
---------

The Company's  corporate  office is maintained  on a monthly  rental basis.  The
Company is not  presently  involved in any leasehold  agreements.  The corporate
office is located at Suite 359, 01-1865 Dilworth Dr., Kelowna,  British Columbia
Canada, V1Y 9T1.

Equipment
---------

The Company has invested $9,900 in computer equipment to support its website. As
at March 31, 2004, $6,600  depreciation has been recorded.  The Company does not
presently have any other material investments in equipment.

Intangible Asset
----------------

By an agreement dated May 1, 2001, the Company  acquired the right to the domain
name "www.denmans.com" for $100.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

The company is not a party to any pending legal  proceeding  nor is its property
the subject of any pending legal proceeding.


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

There were no matters  submitted to a vote of security holders during the fourth
quarter.


PART II
-------


ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------------------

As at year end, Branson Jewelry (USA), Inc. is not yet quoted for trading on any
public market and therefore there is no price or volume data to report.

On June 28, 2004, the Company had 25 registered  shareholders  owning 11,387,500
shares.

Branson has not declared,  and does not foresee declaring,  any dividends now or
in the foreseeable future.

There is currently no active trading market for our common shares, and as such a
market may not develop or be sustained.  Therefore,  it may be difficult to sell
the shares or if sold, it may adversely affect the market price for such shares.


ITEM 6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
--------------------------------------------------------------------------------
FINANCIAL CONDITION
-------------------

RESULTS OF OPERATIONS - FOR THE YEARS ENDED MARCH 31, 2004 AND MARCH 31, 2003

The discussion in this Report contains  forward-looking  statements that involve
risks and  uncertainties.  Our actual results could differ materially from those
discussed herein.  Such risks and uncertainties are detailed in filings with the
Securities and Exchange Commission, including without limitation those discussed
in this section.


--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 6
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


Our business,  financial  condition and results of operations would be seriously
harmed if use of the  Internet and other  online  services  does not continue to
increase or increases  more slowly than  expected;  the  infrastructure  for the
Internet and other online services does not effectively  support  expansion that
may  occur;  the  Internet  and other  online  services  do not  become a viable
commercial  marketplace;  or  traffic  to the  websites  decreases  or  fails to
increase as expected or if we spend more than was  expected to attract  visitors
to our website.

RESULTS OF OPERATIONS
---------------------

The Company is in its  development  phase and has not yet begun to sell products
or services. As such, the Company's sales were $nil during the fiscal year ended
March 31, 2004 compared to $nil for the same period last year.

Revenue and Gross Profits
-------------------------

The Company did not earn  revenues  for the fiscal year ended March 31, 2004 and
as such did not  generate  gross  profits.  This  compares to revenues and gross
profits of $nil and $nil for the comparative period to March 31, 2003.

We  have  little  operating  history.  Since  incorporation,  we  have  expended
resources only on infrastructure, acquiring a functioning website, reworking the
website to conform to our intentions,  hiring of personnel and startup costs. As
a result,  losses were incurred since  incorporation and we expect to experience
operating  losses and  negative  cash flow for the near  future.  We  anticipate
losses will continue to increase from current  levels because we expect to incur
additional costs and expenses related to: brand development, marketing and other
promotional  activities;   the  addition  of  customer  service  personnel;  the
continued  development of  www.bransonsjewelry.com  and the expansion of service
                           -----------------------
offerings and website content.

Our business is speculative  and dependent on consumer  acceptance of purchasing
jewelry over the Internet and the  effectiveness of our marketing  program.  Our
only  asset  at  this  time  is the  website.  We may  never  be  successful  or
profitable. We may never earn significant revenue.

Future revenue  substantially  depends upon the increased  acceptance and use of
the Internet and other online services as a medium of commerce.  Rapid growth in
the use of the Internet and other online services is a recent  phenomenon.  As a
result, acceptance and use may not continue to develop at historical rates and a
sufficiently  broad base of  customers  may not adopt or  continue  to use,  the
Internet  and other online  services as a medium of commerce and  entertainment.
Demand and market acceptance for recently  introduced services and products over
the  Internet  are  subject to a high level of  uncertainty  and there exist few
proven services and products.

A  substantial  portion of our  revenue  from  jewelry  sales is  intended to be
derived from credit card  transactions.  Furthermore,  our business model relies
substantially on credit card transactions for its viability. Therefore, consumer
concerns  regarding the security of  transactions  conducted on the Internet and
users'  privacy  may  inhibit  the growth of use of our  websites.  To  transmit
confidential information securely, such as customer credit card numbers, we rely
on encryption and authentication technology that is licensed from third parties.
We cannot  predict  whether it will  experience  compromises  or breaches of the
technologies it uses to protect  customer  transaction  data.  Furthermore,  our
servers may be vulnerable to computer viruses,  physical or electronic break-ins
and similar  disruptions.  We may need to expend significant  additional capital
and other resources to protect against security  breaches or alleviate  problems
caused by any such  breaches.  Notwithstanding,  such  breaches  may occur.  Any
penetration of our network  security or  misappropriation  of users' personal or
credit card information may subject us to liability. We may be liable for claims
based on unauthorized  purchases with credit card information,  impersonation or
other similar fraud claims. Claims also may be based on other misuse of personal
information, including use for unauthorized marketing purposes. These claims may
result in costly  litigation.  In such event, we may not have adequate resources
and our  shareholders  may  lose  all or  substantially  all of  their  invested
capital.

Under current credit card practices,  merchants are liable for fraudulent credit
card transactions  where, as is the case with the transactions  processed by us,
the merchant does not obtain a cardholder's  signature.  A failure to adequately
control  fraudulent credit card  transactions may result in increased  operating
costs, as well as claims, litigation and other potential liability.

Operating Expenses
------------------

Operating  expenses  were  $24,953  for fiscal  year ended  2004  compared  with
$190,409 for the comparative  period ending March 31, 2003. In fiscal year ended
2004, the Company  incurred $nil for Director Fees.  This compares with $150,000
for  the  year  ended  March  31,  2003.  The  major  expense   categories  were
Professional  Fees of $11,127 and Interest and bank charges of $5,132,  compared
with $9,447 and $3,529 for the previous year..


--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 7
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


Other Income (Expense) and Income Taxes
---------------------------------------

Due to incurring a net loss for each year since the start of its  business,  the
Company has not incurred any income tax  liability to date.  The Company has net
operating losses carried  forward,  the benefit of which have not been reflected
in the financial statements.

Net Loss
--------

The Company did not earn revenues in fiscal 2004 or 2003 and incurred a net loss
in fiscal 2004 of $24,900 compared with $190, 069 for the comparative  period to
March 31, 2003.

Liquidity and Capital Resources
-------------------------------

At March 31, 2004, the Company had a cash balance of $11,618  compared to a cash
balance of $393 at March 31, 2003. The working capital deficit at March 31, 2004
decreased from $65,431 on March 31, 2003 to $6,850.

At March 31, 2004, the Company had a working capital deficiency of $6,850. There
can be no assurance  that the Company will be successful in finding a sufficient
amount of investment capital or in internally  generating a sufficient amount of
funds to meet its short  and  long-term  requirements.  To the  extent  that the
Company is unable to maintain or generate  the required  amount of capital,  its
ability to meet obligations and to continue as a going concern is uncertain.

Since  inception,  we have  experienced  negative cash flow from  operations and
expect to  experience  significant  negative cash flow from  operations  for the
foreseeable future. We expect to require working capital to fund our operations.
We cannot be certain that  additional  financing  will be available on favorable
terms when required, or at all. If we are unable to raise sufficient capital, or
are  unable to repay  debt,  then we may  cease  operations,  become  insolvent,
declare bankruptcy or be otherwise wound up, all of which may result in the loss
of all or substantially all of the investment capital of the shareholders. If we
raise  additional funds through the issuance of equity,  equity-related  or debt
securities,  the securities may have rights, preferences or privileges senior to
those of the rights of the Common Stock and those  stockholders  may  experience
additional dilution.

Corporate Developments during the Year
--------------------------------------

On June 15, 2003,  Raymond  Demman,  Pamela  Starek,  Steve  Burwell and Michael
Sikich  resigned  from all  positions  held by them with the  Company and Mr. D.
Kevan Attwood was  appointed to the positions of Chair of the Board,  President,
Secretary,  Treasurer,  Chief Executive  Officer,  Principal  Financial Officer,
Principal  Accounting  Officer  and  Chair of the  Audit  Committee.  Upon  this
transition,  the Company  accepted the surrender for  cancellation and return to
treasury of the 7,500,000 of our common shares issued to Mr. Burwell, Mr. Sikich
and Ms. Starek in March 2003 as it was considered to be in the best interests of
the Company to keep the number of shares issued and outstanding to a minimum and
because of the resignations.  In addition, in consideration of extinguishing the
debt due the Company by Mr. Donald Currie as evidenced by the  promissory  note,
the Company  accepted for surrender,  cancellation  and return to treasury,  the
2,500,000 common shares issued to Mr. Currie in March 2003.

Effective  March 31, 2004 the Company  accepted an offer from  Uplands  Trading,
Inc., which is the holder of 10,000,000 coomon shares of the Company, to convert
the balance of the loan payable to Uplands Trading,  Inc. and the balance of the
accrued   interest   thereon,   in  the  amounts  of  $73,000.50  and  $7,180.32
respectively,  to additional  paid-in capital of the Company.  The loan facility
remains in place with a balance drawn of $nil as at March 31, 2004.
















--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 8
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


ITEM 7.  FINANCIAL STATEMENTS.
------------------------------

                           BRANSON JEWELRY (USA) INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS

                                 MARCH 31, 2004



                                                                    Page
                                                                    ----

Report of Independent Accounting Firm                               F-2

Financial Statements:

     Balance Sheets                                                 F-3

     Statements of Operations                                       F-4

     Statement of Stockholders' Equity                              F-5

     Statements of Cash Flows                                       F-6

     Notes to Financial Statements                                  F-7 to F-10






























--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 9
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


                                                           M O R G A N
                                                           &
                                                           C O M P A N Y
                                                           CHARTERED ACCOUNTANTS



                                AUDITORS' REPORT
                                ----------------

To the Shareholders and Directors
Branson Jewelry (USA) Inc.
(A development stage company)


We have audited the balance sheets of Branson  Jewelry (USA) Inc. (a development
stage  company) as at March 31, 2004 and 2003,  and the statements of operations
and  deficit   accumulated   during  the  development  stage,  cash  flows,  and
stockholders'  equity for the years ended  March 31, 2004 and 2003,  and for the
period  from date of  inception,  January 16,  2001,  to March 31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  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,  these  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company as at March 31, 2004 and 2003,
and the results of its  operations  and cash flows for the years ended March 31,
2004 and 2003,  and for the period from date of inception,  January 16, 2001, to
March 31, 2004 in accordance with United States  generally  accepted  accounting
principles.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern.  The Company is in the  development  stage and
will need  additional  working  capital for its planned  activity,  which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are  described in Note 1(c).  These  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



Vancouver, B.C.                                               "Morgan & Company"


June 17, 2004   Chartered Accountants
















Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075             [LOGO]      Suite 1488 - 700 West Georgia Street
www.morgan-cas.com               ACPA                   Vancouver, B.C.  V7Y 1A1
                            INTERNATIONAL


                                       F-2

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 10
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (a Development Stage Company)

<TABLE>
<CAPTION>
                                 BALANCE SHEETS
                                 --------------


------------------------------------------------------------------------------------------------

                                                                          MARCH 31
                                                                  2004                2003
------------------------------------------------------------------------------------------------

<S>                                                         <C>                 <C>
ASSETS
Current
   Cash                                                     $        11,618     $           393
   Accrued interest receivable                                            -                 340
                                                            ------------------------------------
                                                                     11,618                 733
                                                            ------------------------------------
Capital assets (Note 3)                                               3,300               6,600
Intangible asset (Note 4)                                               100                 100
                                                            ------------------------------------

                                                            $        15,018     $         7,433
================================================================================================

LIABILITIES
Current
   Accounts payable                                         $        18,468     $        23,164
   Loan payable                                                           -              43,000
                                                            ------------------------------------
                                                                     18,468              66,164
                                                            ------------------------------------

SHARE CAPITAL AND DEFICIT
Share capital
   Authorized
   25,000,000 common shares, par value $0.001 per share

   Issued and outstanding
   11,387,500 common shares at March 31, 2004 and
   21,387,500 at March 31, 2003                                      11,387              21,387

   Additional paid-in capital                                       256,544             216,363

   Deduct: Note receivable (Note 6)
         0 common shares at March 31, 2004 and
         2,500,000 common shares at March 31, 2003                                       50,000

Deficit Accumulated During The Development Stage                   (271,381)           (246,481)
                                                            ------------------------------------
                                                                     (3,450)            (58,731)
                                                            ------------------------------------

                                                            $        15,018     $         7,433
================================================================================================
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                       F-3

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 11
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (a Development Stage Company)

<TABLE>
<CAPTION>
                      STATEMENTS OF OPERATIONS AND DEFICIT
                      ------------------------------------


--------------------------------------------------------------------------------------------------
                                                                                  PERIOD
                                                                                  FROM
                                                                                  INCEPTION
                                                                                  JANUARY 16,
                                                                                  2001 TO
                                                  YEARS ENDED MARCH 31            MARCH 31,
                                                2004                2003          2004
--------------------------------------------------------------------------------------------------

<S>                                       <C>                 <C>                 <C>
Miscellaneous income                      $            53     $             -     $            53
Interest income                                         -                 340                 340
                                          --------------------------------------------------------
                                                       53                 340                 393
                                          --------------------------------------------------------

Expenses
   Administrative services                          3,000              12,000              43,000
   Depreciation                                     3,300               3,300               6,600
   Website maintenance                              1,236               3,482              12,412
   Interest and bank charges                        5,132               3,529              16,866
   Director fees                                        -             150,000             150,000
   Transfer fees                                      100               3,394               3,939
   Professional fees                               11,127               9,447              25,719
   Office and sundry                                 (241)              5,257              11,939
   Foreign currency translation                     1,299                   -               1,299
                                          --------------------------------------------------------
                                                   24,953             190,409             271,774
                                          --------------------------------------------------------

Net loss for the period                           (24,900)           (190,069)           (271,381)

Deficit, beginning of period                     (246,481)            (56,412)
                                          --------------------------------------------------------

Deficit, end of period                    $      (271,381)    $      (246,481)  $        (271,381)
==================================================================================================


Net loss per share, basic and diluted     $         (0.02)    $         (0.02)
==============================================================================


Weighted average number of common
   shares outstanding                          13,500,890          12,099,829
==============================================================================
</TABLE>







     The accompanying notes are an integral part of the financial statements

                                       F-4

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 12
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (a Development Stage Company)

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

                                   NUMBER                      ADDITIONAL    SHARE
                                   OF                          PAID-IN       SUBSCRIPTIONS  NOTE
                                   SHARES        AMOUNT        CAPITAL       RECEIVABLE     RECEIVABLE    DEFICIT       TOTAL
                                   -------------------------------------------------------------------------------------------------

<S>                                 <C>          <C>           <C>           <C>            <C>           <C>           <C>
Net loss for the period                      -   $         -   $         -   $          -   $         -   $    (1,000)  $    (1,000)
                                   -------------------------------------------------------------------------------------------------

Balance, March 31, 2001                      -             -             -              -             -        (1,000)       (1,000)

Shares issued for services
(July 17, 2001)                      5,000,000         5,000             -              -             -             -         5,000
Repurchase of issued shares
(December 15, 2001)
                                    (5,000,000)       (5,000)            -              -             -             -        (5,000)
Shares issued for inducement fee
(December 15, 2001)
                                    10,000,000        10,000             -              -             -             -        10,000
Shares issued for cash (March 28,
2002)                                1,387,500         1,387        26,363        (11,750)            -             -        16,000
Net loss for the year                        -             -             -              -             -       (55,412)      (55,412)
                                   -------------------------------------------------------------------------------------------------

Balance, March 31, 2002             11,387,500        11,387        26,363        (11,750)            -       (56,412)      (30,412)

Share subscriptions received                 -             -             -         11,750             -             -        11,750
Shares issued for director's fee
(March 3, 2003)
                                     7,500,000         7,500       142,500              -             -             -       150,000
Shares issued for note receivable
(March 11, 2003)
                                     2,500,000         2,500        47,500              -       (50,000)            -             -
Net loss for the year                        -             -             -              -             -      (190,069)     (190,069)
                                   -------------------------------------------------------------------------------------------------

Balance, March 31, 2003             21,387,500        21,387       216,363              -       (50,000)     (246,481)      (58,731)

Cancellation of shares issued for
director's fee (June 15, 2003)      (7,500,000)       (7,500)        7,500              -             -             -             -
Cancellation of shares issued for
note receivable (June 15, 2003)     (2,500,000)       (2,500)      (47,500)             -        50,000             -             -

Conversion of loan payable and
accrued interest thereon into
additional paid-in capital                                          80,181
Net loss for the period                      -             -             -              -             -       (24,900)      (24,900)
                                   -------------------------------------------------------------------------------------------------

Balance, March 31, 2004             11,387,500   $    11,387   $   256,544   $          -   $         -   $  (271,381)  $    (3,450)
                                   =================================================================================================
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                       F-5

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 13
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (a Development Stage Company

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


                                                                                                PERIOD FROM
                                                                YEARS ENDED MARCH 31            INCEPTION
                                                                                                JANUARY 16, 2001
                                                              2004                2003          TO MARCH 31, 2004
                                                        ---------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
Cash flows from operating activities
   Net loss for the period                              $       (24,900)    $      (190,069)    $       (271,381)

Adjustments to reconcile net loss to net cash
 used by operating activities
   Depreciation                                                   3,300               3,300                6,600
   Stock issued for other than cash                                                 150,000              160,000
   Accounts payable                                              (4,696)             18,107               18,468
   Accrued interest receivable                                      340                (340)                   -
                                                        ---------------------------------------------------------
                                                                (25,956)            (19,002)             (86,313)

Cash flows from financing activities
   Loan payable                                                 (43,000)                  -                    -
   Increase in paid-in capital upon loan conversion              80,181                   -               80,181
   Issue of common share for cash                                     -                   -               27,750
   Share subscriptions receivable                                     -              11,750                    -
                                                        ---------------------------------------------------------
                                                                 37,181              11,750              107,931
Cash flows from investing activities
   Purchase of computer equipment                                     -                   -               (9,900)
   Purchase of intangible asset                                       -                   -                 (100)
                                                        ---------------------------------------------------------
                                                                                                         (10,000)

Increase (decrease) in cash                                      11,225              (7,252)              11,618

Cash, beginning of period                                           393               7,645
                                                        ---------------------------------------------------------

Cash, end of period                                     $        11,618     $           393     $         11,618
=================================================================================================================
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
-----------------------------------------------------------------------
On December  15,  2001,  the Company  issued  10,000,000  common  shares,  as an
inducement fee, having a fair value of $10,000.
On March 3, 2003, the Company issued 7,500,000 common shares, as directors fees,
having a market value of $150,000.
On March 11, 2003, the Company issued  2,500,000  common shares in consideration
of a note receivable in the amount of $50,000.
Effective  March 31, 2004,  the loan payable and accrued  interest  thereon were
converted to additional paid-in capital.










     The accompanying notes are an integral part of the financial statements

                                       F-6

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 14
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (A Development Stage Company)

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

                                 MARCH 31, 2004

1.   NATURE OF OPERATIONS
-------------------------

a)   Organization

     The Company was incorporated in the state of Nevada, U.S.A., on January 17,
     2001.

b)   Development Stage Activities

     The Company intends to sell jewelry over the internet. Our website is being
     updated and we are  negotiating  with a third party to increase the traffic
     visiting  our  website.  As at  March  31,  2004,  we  have  not  commenced
     operations.

c)   Going Concern

     The Company will need  additional  working  capital to be successful in its
     planned  activity  and to service its current debt for the coming year and,
     therefore, continuation of the Company as a going concern is dependent upon
     obtaining  the  additional  working  capital  necessary to  accomplish  its
     objective.  Management  has  developed a strategy,  which it believes  will
     accomplish  this  objective,  and is presently  engaged in seeking  various
     sources of additional  working  capital  including  equity funding  through
     private placements and long term debt financing. For shorter term cash flow
     requirements, the Company intends to draw down the balance of its available
     loan  facility.  The financial  statements  do not include any  adjustments
     relating to the  recoverability  and  classification of recorded assets, or
     the amounts of and classification of liabilities that might be necessary in
     the event the Company cannot continue in existence.


2.   SIGNIFICANT ACCOUNTING POLICIES
------------------------------------

     The  financial  statements  of the Company have been prepared in accordance
     with generally accepted accounting principles in the United States. Because
     a precise  determination  of many assets and  liabilities is dependent upon
     future  events,  the  preparation  of  financial  statements  for a  period
     necessarily  involves  the use of  estimates  which  have been  made  using
     careful judgement.

     The financial  statements  have,  in  management's  opinion,  been properly
     prepared within  reasonable  limits of materiality and within the framework
     of the significant accounting policies summarized below:

a)   Development Stage Company

     The Company is a development  stage company as defined in the Statements of
     Financial Accounting Standards No. 7. The Company is devoting substantially
     all of its  present  efforts to  establish a new  business  and none of its
     planned principal  operations have commenced.  All losses accumulated since
     inception have been considered as part of the Company's  development  stage
     activities.

b)   Use of Estimates

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


                                       F-7

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 15
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (A Development Stage Company)

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

                                 MARCH 31, 2004

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------

c)   Capital Assets

     Capital assets comprise  computer  equipment which is recorded at cost, and
     is being depreciated over the estimated useful life of three years.

d)   Intangible Asset

     Intangible  asset,  which  consists  of the  right to use the  domain  name
     "www.denmans.com",  is recorded at cost and, once operations commence, will
     be amortized over the estimated useful life of three years.

e)   Income Taxes

     The Company has adopted Statement of Financial Accounting Standards No. 109
     - "Accounting for Income Taxes" (SFAS 109). This standard  requires the use
     of an asset and liability  approach for financial  accounting and reporting
     on income taxes.  If it is more likely than not that some portion or all if
     a  deferred  tax asset  will not be  realized,  a  valuation  allowance  is
     recognized.

f)   Stock Based Compensation

     The Company measures  compensation cost for stock based  compensation using
     the intrinsic  value method of  accounting as prescribed by A.P.B.  Opinion
     No. 25 -  "Accounting  for Stock  Issued to  Employees".  The  Company  has
     adopted those provisions of Statement of Financial Accounting Standards No.
     123 - "Accounting for Stock Based  Compensation",  which require disclosure
     of the  pro-forma  effect  on net  earnings  and  earnings  per share as if
     compensation  cost had been recognized  based upon the estimated fair value
     at the date of grant for options awarded.

g)   Financial Instruments

     The Company's  financial  instruments consist of cash, accounts payable and
     loan payable.

     Unless otherwise noted, it is management's opinion that this Company is not
     exposed  to  significant  interest  or  credit  risks  arising  from  these
     financial  instruments.  The  fair  value of  these  financial  instruments
     approximate their carrying values, unless otherwise noted.

h)   Net Loss Per Share

     The loss per share is  calculated  using  the  weighted  average  number of
     common shares outstanding during the year. Diluted loss per common share is
     computed similar to basic loss per common share except that the denominator
     is increased to include the number of  additional  common shares that would
     have been outstanding if the potential common shares had been issued and if
     the  additional  common  shares were  dilutive.  As at March 31, 2004,  the
     Company has no potentially issuable capital stock.






                                       F-8

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 16
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (A Development Stage Company)

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

                                 MARCH 31, 2004

2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)
------------------------------------------------

i)   Revenue Recognition

     The Company  will  conduct all its sales  transactions  over the  internet.
     Revenue from online sales will be  recognized  after  delivery of goods and
     the  collection of cash.  Cash  collections  in advance of delivery will be
     recorded  as  deferred  revenue  and  recognized  as revenue at the time of
     delivery.  Amounts  billed to customers for shipping and handling fees will
     be recognized as revenue upon collection of cash. Costs related to shipping
     and handling are included in cost of sales.


3.   CAPITAL ASSETS
-------------------

                                            ACCUMULATED      NET BOOK
                              COST          DEPRECIATION     VALUE
                              ------------------------------------------

     Computer equipment       $   9,900     $     6,600      $    3,300
                              ==========================================


4.   INTANGIBLE ASSET
---------------------

     By an agreement  dated May 1, 2001,  the Company  acquired the right to the
     domain name "www.denmans.com" for $100.


5.   LOAN PAYABLE
-----------------

     On April 1, 2001,  the Company  entered  into an  unsecured  loan  facility
     agreement to a maximum of $100,000 with a company controlled by a director.
     The amount  drawn down under the loan  facility  bears  interest  at 8% per
     annum and is  repayable  30 days after a demand for  repayment  is received
     from the lender. Effective March 31, 2004 the Company and the lender agreed
     to convert  the  outstanding  balance of the loan  payable in the amount of
     $73,000  and the  accrued  interest  thereon  in the  amount  of  $7,181 to
     additional paid-in capital in the Company.

     As at March 31,  2004,  the  Company  is in  compliance  with all terms and
     covenants of the agreement.


6.   SHARE CAPITAL
------------------

     On July 17, 2001, the Company issued  5,000,000 common shares to a director
     of the Company for services having a fair value of $5,000.  On December 15,
     2001, the Company  repurchased  the shares issued to a director on July 17,
     2001 for  proceeds of $5,000.  On December  15,  2001,  the Company  issued
     10,000,000  common shares to a non-related  person as an inducement to join
     the Company. The shares were issued at a fair value of $10,000. On March 3,
     2003, the Company issued  7,500,000 common shares to three directors of the
     Company as a  directors'  fee.  The shares  were  issued at a fair value of
     $150,000.  On June 15,  2003,  on  agreement  between the Company and those
     three shareholders,  the shares were cancelled and returned to treasury. On
     March 11, 2003,  the Company issued  2,500,000  common shares to an outside
     party for a  promissory  note in the amount of  $50,000,  receivable  on or
     before  February 28, 2004, and accruing  interest at 8% per annum.  On June
     15, 2003,  those shares were  cancelled  and returned to treasury in return
     for cancellation of the note receivable and accrued interest thereon.


                                       F-9

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 17
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------

                          (A Development Stage Company)

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

                                 MARCH 31, 2004


7.   RELATED PARTY TRANSACTIONS
-------------------------------

     During the year ended March 31, 2004, the Company  accrued $3,000 due to an
     officer  and  director  for  administrative  services.  On  agreement  with
     departing   directors  the  Company  cancelled  and  returned  to  treasury
     7,500,000  shares issued to the former  directors in the previous year as a
     directors' fee.


     During the year ended March 31,  2003,  the Company paid 12,000 in cash and
     issued 7,500,000 common shares having a fair value of $150,000, to officers
     and directors for administrative services and director's fees.








































                                      F-10

--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 18
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


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

There have been no  disagreements  on accounting and financial  disclosures from
the inception of the Company through to the date of this Report.


ITEM 8A. CONTROLS AND PROCEDURES
--------------------------------

Critical Accounting Policies
----------------------------

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.  Areas where  significant  estimates have been applied include
the  valuation of assets and revenue  recognition.  Actual  results could differ
from those estimates.

The methods,  estimates,  and  judgments  we use in applying  our most  critical
accounting  policies have a significant  impact on the results that we report in
our financial statements. The SEC considers an entity's most critical accounting
policies to be those policies that are both most important to the portrayal of a
company's financial condition and results of operations,  and those that require
management's most difficult,  subjective or complex judgments, often as a result
of the need to make estimates about matters that are inherently uncertain at the
time of estimation. We believe the following critical accounting policies, among
others,  require significant  judgments and estimates used in the preparation of
our financial statements:

     o    Property and  Equipment  are  amortized  over their  estimated  useful
          lives. The carrying values of Property and Equipment are reviewed on a
          regular  basis for the  existence of facts or  circumstances  that may
          suggest impairment.

     o    Revenue is recognized at the time of billing for completed services.

Recent Accounting Pronouncements
--------------------------------

The following is disclosure regarding recent accounting pronouncements and their
effect or potential effect on the Company's financial statements.

The Company adopted Statement of Position No. 98-5 ("SOP 98-5"),  "Reporting the
Costs of  Start-Up  Activities."  SOP 98-5  requires  that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

The Company adopted Statement of Financial Accounting Standards ("FAS") No. 130,
"Reporting  Comprehensive  Income".  FAS No.130 requires that the components and
total amounts of comprehensive income be displayed in the financial  statements.
Comprehensive  income  includes  net income and all  changes in equity  during a
period that arises from non-owner  sources,  such as foreign  currency items and
unrealized  gains and losses on certain  investments in equity  securities.  The
Company's components of comprehensive income (loss) consist of a net loss.

In December 1999, The United States Securities and Exchange  Commission  ("SEC")
issued Staff Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition in
Financial  Statements." SAB 101 summarized  certain of the SEC's views regarding
the  application  of  generally  accepted   accounting   principles  to  revenue
recognition  in financial  statements.  In June 2000, the SEC amended SAB 101 to
require  companies  with  fiscal  years  beginning  after  December  15, 1999 to
implement the provisions of SAB 101 no later than the fourth fiscal quarter. The
Company adopted the provisions of SAB 101 at its inception. The Company does not
believe that the adoption has any material effect on its financial statements.


PART III
--------


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

The following  table sets forth, as of June 28, 2004, the name, age and position
of the Company's directors, executive officers and other significant employees.

Name                   Age      Title                                   Term of
----                   ---      -----                                   -------
D. Kevan Attwood       44       President, Chief Executive Officer      1 Year
                                Chief Financial Officer, Chair of
                                the Board and Director


--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 19
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


Our success is  substantially  dependent  on the  performance  of our  executive
officer and key employee,  with whom, we have no employment contract.  Given our
early stage of  development  in  e-commerce  we are  dependent on our ability to
retain and motivate high quality personnel.  Although we believe we will be able
to attract,  retain and  motivate  qualified  personnel  for such  purposes,  an
inability to do so may force us to discontinue  our operations or may hinder our
ability to market, sell, and enhance products,  thereby causing our shareholders
to lose some or all of their investment.


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

The following summary  compensation table reflects all compensation  awarded to,
earned by, or paid to the President & Chief  Executive  Officer for all services
rendered to the Company in all capacities  during the year ended March 31, 2004.
He did not receive a salary and bonus exceeding $100,000 during the year.

<TABLE>
<CAPTION>
                                            Directors'  Stock based  Stock based  Total
Person              Position                Salary      fees         Inducements  Compensation
------------------  --------------          ----------  -----------  -------------------------
<S>                 <c>                     <C>         <C>          <C>          <C>
D. Kevan Attwood    President, Chief        $0.00       $0.00        $0.00        $0.00
                    CEO, CFO, Treasurer
                    Secretary and Director
</TABLE>

Our officer  and  director  beneficially  owns the  majority of our  outstanding
common  shares.  As a result,  he has the ability to control  matters  affecting
minority shareholders,  including the election of directors,  the acquisition or
disposition of our assets,  and the future  issuance of our shares.  Because our
officer and  director  controls  us,  investors  will not be able to replace our
management  if they  disagree  with the way our  business is being run.  Because
control by these the insider could result in management  making  decisions  that
are in the best  interests of those insiders and not in the best interest of the
investors,  you may  lose  some or all of the  value of your  investment  in our
common stock.


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
----------------------------

The table below sets forth  information,  as of March 31, 2004,  with respect to
beneficial  ownership of the Company's  Common Stock by each person known by the
company to be the  beneficial  owner of more than 5% of its  outstanding  Common
Stock, by each director of the company, by each named executive officer and each
significant employee,  and by the officer,  director and significant employee of
the  Company  as a group.  Unless  otherwise  noted,  the  shareholder  has sole
investment  and voting  power over the shares  owned.  The  Company's  director,
executive officer or significant  employee does not have any family relationship
with any other director, executive officer or significant employee.

--------------------------------------------------------------------------------
Title of               Name of               Amount and Nature       Percent of
 Class             Beneficial Owner      of Beneficial Ownership        Class
--------------------------------------------------------------------------------
Common Shares    Donald Kevan Attwood   10,000,000 common shares(1)     87.81%
================================================================================
Director, Officer, Control              10,000,000 common shares        87.81%
Person and significant employee
as a group (1) persons)
================================================================================

Notes:
(1)  Uplands Trading,  Inc., of which Donald Kevan Attwood is beneficial  owner,
enjoys legal ownership of said securities.


CHANGES IN CONTROL
------------------

In June 2003,  Raymond Demman,  Pamela Starek,  Steve Burwell and Michael Sikich
resigned  from all positions  held by them with the Company and Mr.  Attwood was
appointed  to the  positions  of  Chair  of  the  Board,  President,  Secretary,
Treasurer,  Chief Executive  Officer,  Principal  Financial  Officer,  Principal
Accounting Officer and Chair of the Audit Committee.


--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 20
<PAGE>



                           BRANSON JEWELRY (USA), INC.
--------------------------------------------------------------------------------


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

In June, 2003, Raymond Demman,  Pamela Starek,  Steve Burwell and Michael Sikich
resigned  from all positions  held by them with the Company and Mr.  Attwood was
appointed  to the  positions  of  Chair  of  the  Board,  President,  Secretary,
Treasurer,  Chief Executive  Officer,  Principal  Financial  Officer,  Principal
Accounting Officer and Chair of the Audit Committee.  Upon this transition,  the
Company  accepted the surrender for  cancellation  and return to treasury of the
7,500,000 of our common shares issued to Mr. Burwell,  Mr. Sikich and Ms. Starek
in March 2003 as it was considered to be in the best interests of the Company to
keep the number of shares issued and outstanding to a minimum and because of the
resignations.  In addition,  in consideration of extinguishing  the debt due the
Company by Mr. Donald Currie as evidenced by the  promissory  note,  the Company
accepted  for  surrender,  cancellation  and return to treasury,  the  2,500,000
common shares issued to Mr. Currie in March 2003.


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

EXHIBITS
--------

(a)  Audited Financial Statements (included in Part II of this Report):

     Auditor's Report

     Balance Sheet - March 31, 2004

     Statements of Operations and Deficit - March 31, 2004

     Statements of Cash Flows - March 31, 2004

     Statement of Stockholders' Equity - March 31, 2004

     Notes to Financial Statements - March 31, 2004

(b)  Reports on Form 8-K

     None.

(c)  Exhibit 14.1 - Code of Ethics
     Exhibits 31.1 and 32.1 - Certification


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
-------------------------------------------------

The company's  accountant  is hired on a contract  basis to prepare the monthly,
quarterly  and  year-end  statements.  The  accountant  is paid an hourly fee of
$150.00 Canadian or approximately  $111.00 US at the conversion rate on June 27,
2004.

The  auditor's  fee for  fiscal  2004 is  $2,858  and the total  audit  invoices
expenses in fiscal 2003 is $2,641.


SIGNATURES
----------

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

BRANSON JEWELRY (USA), INC.
---------------------------
(Registrant)


By /s/ Donald Kevan Attwood, President, CEO, CFO
  ----------------------------------------------
  (Signature and Title)*


Date July 1, 2004
     -------------





--------------------------------------------------------------------------------
Form 10KSB - For the period ending March 31, 2004                      Page 21