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

                                   FORM 10-KSB

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


                    For the fiscal year ended April 30, 2004
                                              --------------


                        Commission file number: 000-49896
                                                ---------


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


                                DOWNSIDE UP, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                                    COLORADO
          ------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   84-1493159
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


                     16200 WCR 18E, Loveland, Colorado 80537
                -------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


                     Issuer's telephone number: 970-635-0346
                                                ------------


           Securities Registered Under Section 12(b) of the Act: None
                                                                 ----


              Securities Registered Under Section 12(g) of the Act:

                           Common Stock, No Par Value
              -----------------------------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                                                   Yes X   No
                                                                      ---    ---
Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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: None.

The  aggregate  market value of the voting stock held by  non-affiliates  shares
(215,000 of $.01 par value Common  Stock) was $0 as of June 15, 2004.  The stock
price  for  computation  purposes  was  $-0-,  based on the fact  that  there is
presently no Market for the Company's securities.  This value is not intended to
be a  representation  as to the  value or worth of the  Registrant's  shares  of
Common Stock. The number of shares of  non-affiliates of the Registrant has been
calculated by subtracting  shares held by persons affiliated with the Registrant
from outstanding shares.

The number of shares  outstanding  of the  Registrant's  Common  Stock as of the
latest practicable date, June 15, 2004 was 1,230,000 shares.

<PAGE>

                             INDEX TO ANNUAL REPORT
                                 ON FORM 10-KSB

                                                                            Page
                                                                            ----

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

     Item 1. DESCRIPTION OF BUSINESS ......................................    1

     Item 2. DESCRIPTION OF PROPERTY ......................................    8

     Item 3. LEGAL PROCEEDINGS ............................................    8

     Item 4. SUBMISSION OF MATTERS TO A VOTE OF
             SECURITY HOLDERS .............................................    8

PART II ...................................................................    8

     Item 5. MARKET FOR COMMON EQUITY , RELATED STOCKHOLDER
             MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY
             SECURITIES....................................................    8

     Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ....    9

     Item 7. FINANCIAL STATEMENTS .........................................  F-1

     Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FIURE .........................................   10
                 Item 8A CONTROLS AND PROCEDURES
                 Item 8B OTHER INFORMATION

PART III ..................................................................   10

     Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ...........   10

     Item 10. EXECUTIVE COMPENSATION ......................................   10

     Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT AND RELATED STOCKHOLDER MATTERS ..................   10

     Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..............   11

     Item 13. EXHIBITS AND REPORTS ON FORM 8-K ............................   11

     Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................   11

SIGNATURES ................................................................   13

                                        i
<PAGE>

                                     PART I

The matters  addressed in this report on Form 10-KSB,  with the exception of the
historical information presented,  contain forward-looking  statements involving
risks and  uncertainties.  The Company's actual results could differ  materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain  factors,  including  those  factors  set  forth in the  Description  of
Business section (Item 1) and elsewhere in this report.

Item 1. DESCRIPTION OF BUSINESS

(a) History of the Company

Downside  Up,  Inc.  (the  "Company"  or  the   "Registrant"),   is  a  Colorado
corporation. Our principal business address is 16200 WCR 18E, Loveland, Colorado
80537. Our phone number is 970-635-0346.

We were  organized  under the laws of the State of  Colorado on April 9, 1998 to
engage in any lawful  corporate  undertaking,  including  selected  mergers  and
acquisitions.

Our only  activity  to date has been to attempt to locate and  negotiate  with a
business entity for the merger of that target company into our Company.

(b) Current Operations

Our  current   operations  consist  solely  of  seeking  merger  or  acquisition
candidates.

We will attempt to locate and negotiate with a business entity for the merger of
that target company into the Company or a wholly owned subsidiary of the Company
formed for the purpose of such a merger. In certain instances,  a target company
may wish to become a subsidiary of the Company or may wish to contribute  assets
to the Company  rather than merge.  No assurances  can be given that the Company
will be  successful in locating or  negotiating  a  transaction  with any target
company.

We have attempted to provide a method for a foreign or domestic  private company
to become a reporting  ("public")  company  whose  securities  are qualified for
trading in the United States secondary market.

We believe  there are certain  perceived  benefits to being a reporting  company
with a class of publicly-traded securities.  These benefits are commonly thought
to include the following:

     *    the  ability  to  use  registered  securities  to  acquire  assets  or
          businesses;

     *    increased visibility in the marketplace;

     *    ease of borrowing from financial institutions;

     *    improved stock trading efficiency;

     *    shareholder liquidity;

     *    greater ease in subsequently raising capital;

     *    compensation of key employees through stock options;

     *    enhanced corporate image;

     *    a presence in the United States capital market.

Target  companies  interested  in a business  combination  with the  Company may
include the following:

                                       -1-
<PAGE>


     *    a company for whom a primary  purpose of becoming public is the use of
          its securities for the acquisition of other assets or businesses;

     *    a company which is unable to find an  underwriter of its securities or
          is unable to find an underwriter of securities on terms  acceptable to
          it;

     *    a company  which  desires to become  public with less  dilution of its
          common stock than would occur upon an underwriting;

     *    a company  which  believes  that it will be able to obtain  investment
          capital on more favorable terms after it has become public;

     *    a foreign  company  which may wish an  initial  entry  into the United
          States securities market;

     *    a special situation company, such as a company seeking a public market
          to satisfy  redemption  requirements  under a qualified Employee Stock
          Option Plan;

     *    a  company  seeking  one or  more  of the  other  mentioned  perceived
          benefits of becoming a public company.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the Company,  and the election by the target  business of its own  management
and board of directors.

The proposed  business  activities  described  herein  classify the Company as a
"blank check"  company.  The Securities and Exchange  Commission and many states
have enacted statutes,  rules and regulations limiting the sale of securities of
blank check companies. At the present time, there is no market for the Company's
securities.

(c) Risks Related to the Plan of Operation

The  Company's  business  is subject to numerous  risk  factors,  including  the
following:

WE HAVE NO RECENT OPERATING HISTORY, NO OPERATING REVENUES,  AND WE HAVE MINIMAL
ASSETS.  The Company has had no  operations  nor any  revenues or earnings  from
operations.  The Company has only limited  assets and financial  resources.  The
Company  will,  in  all   likelihood,   sustain   operating   expenses   without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination  with a target  company.  There is no assurance that the Company can
identify such a target company and consummate such a business combination.

THE SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS.  The success of the Company's
proposed  plan of  operation  will depend to a great  extent on the  operations,
financial  condition and  management of the  identified  target  company.  While
management   intends  to  seek  business   combinations   with  entities  having
established operating histories, there can be no assurance that the Company will
be successful in locating  candidates  meeting such  criteria.  In the event the
Company completes a business combination the success of the Company's operations
may be dependent upon the management, operations, and financial condition of the
target company, and numerous other factors beyond the Company's control.

                                       -2-
<PAGE>


THERE  IS  A  SCARCITY  OF  AND  COMPETITION  FOR  BUSINESS   OPPORTUNITIES  AND
COMBINATIONS.   The  Company  is  and  will  continue  to  be  an  insignificant
participant in the business of seeking mergers with and acquisitions of business
entities.  A large number of established and well-financed  entities,  including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company. Consequently, the Company will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.

WE HAVE NO AGREEMENT  FOR ANY BUSINESS  COMBINATION  OR OTHER  TRANSACTION.  The
Company has no arrangement,  agreement or understanding with respect to engaging
in a merger with or acquisition of a business entity.  There can be no assurance
the Company will be successful in identifying and evaluating  suitable  business
opportunities  or in  concluding  a  business  combination.  Management  has not
identified any particular  industry or specific  business within an industry for
evaluation  by the Company.  There is no  assurance  the Company will be able to
negotiate a business  combination on terms favorable to the Company. The Company
has not established a specific length of operating  history or a specified level
of earnings,  assets, net worth or other criteria which it will require a target
business  opportunity to have achieved to consider a business  combination  with
it.  Accordingly,  the  Company  may enter  into a business  combination  with a
business entity having no significant operating history,  losses,  limited or no
potential for earnings,  limited  assets,  negative net worth or other  negative
characteristics.

OUR MANAGEMENT HAS ONLY A LIMITED TIME COMMITMENT TO THE COMPANY.  Our president
has several  business  interests and will devote a limited amount of his time to
the  Company's  business.  While seeking a business  combination,  our president
anticipates  devoting up to ten hours per month to the  business of the Company.
The Company's president has not entered into a written employment agreement with
the Company and he is not expected to do so in the foreseeable  future.  We have
not  obtained  key man life  insurance  on our  president.  Notwithstanding  the
combined  limited  experience and time commitment of our president,  loss of the
services of this individual would adversely affect  development of the Company's
business and its likelihood of continuing operations.

OUR SOLE OFFICER AND DIRECTOR MAY HAVE  CONFLICTS OF INTEREST  WITH THE BUSINESS
OF OUR COMPANY.  The Company's sole officer and director  participates  in other
business ventures which may result in conflicts of interest and non- arms length
transactions  arising in the  future.  Management  has adopted a policy that the
Company will not seek a merger with, or acquisition  of, any entity in which any
member of management serves as an officer, director or partner, or in which they
or their family members own or hold any ownership interest.

BEING A REPORTING COMPANY COMPLICATES AND COULD DELAY AN ACQUISITION. Section 13
of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")  requires us to
provide certain information about significant  acquisitions  including certified
financial  statements  for  the  company  acquired  covering  one or two  years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target  companies  to prepare such  statements  may
significantly  delay  or  essentially  preclude  consummation  of  an  otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.

                                       -3-
<PAGE>


WE HAVE A LACK OF MARKET RESEARCH AND NO MARKETING ORGANIZATION. We have neither
conducted,  nor have others made  available  to us,  results of market  research
indicating  that market demand exists for the  transactions  contemplated by the
Company.  Moreover, the Company does not have, and does not plan to establish, a
marketing  organization.  Even in the event demand is identified for the type of
merger or  acquisition  contemplated  by the Company,  there is no assurance the
Company will be successful in completing any such business combination.

CERTAIN  REGULATIONS MAY APPLY TO OUR  OPERATIONS.  Although the Company will be
subject to regulation  under the Exchange Act,  management  believes the Company
will not be subject to  regulation  under the  Investment  Company  Act of 1940,
insofar as the  Company  will not be engaged in the  business  of  investing  or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment  interests in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and  compliance  costs.  We have not  obtained a formal  determination  from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940. If we inadvertently  violate such Act, we could
be subjected to material adverse consequences.

THERE WILL BE A CHANGE IN  MANAGEMENT.  A  business  combination  involving  the
issuance of the  Company's  common  stock  will,  in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Company.  Any such business  combination  may require our  Management to sell or
transfer all or a portion of the  Company's  common  stock held by them,  and to
resign as directors and officers of the Company. The resulting change in control
of the Company will likely result in removal of the present officer and director
of  the  Company  and  a  corresponding  reduction  in  or  elimination  of  his
participation in the future affairs of the Company.

THE  PLAN  OF  OPERATION  PROVIDES  FOR  SUBSTANTIAL  DILUTION  TO OUR  EXISTING
SHAREHOLDERS  AS A RESULT OF A MERGER.  Our plan of  operation  is based  upon a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the  Company  issuing  securities  to  shareholders  of such  business
entity.  The issuance of previously  authorized and unissued common stock of the
Company would result in a reduction in percentage of shares owned by the present
shareholders  of the Company and would most likely result in a change in control
or management of the Company.

WE MAY NOT BE ABLE TO ENGAGE IN A TAX FREE  ACQUISITION.  We intend to structure
any  business   combination  so  as  to  minimize  the  federal  and  state  tax
consequences to both the Company and the target entity. However, there can be no
assurance that such a business combination will meet the statutory  requirements
of a tax-free  reorganization  or that the  parties  will  obtain  the  intended
tax-free  treatment  upon a  transfer  of stock  or  assets.  A non-  qualifying
reorganization  could result in the  imposition  of both federal and state taxes
which may have an adverse effect on the parties to the transaction and therefore
the transaction itself.

THE  REQUIREMENT  OF  AUDITED  FINANCIAL   STATEMENTS  MAY  DISQUALIFY  BUSINESS
OPPORTUNITIES.  Management  of the Company will require any  potential  business
combination  entity  to  provide  audited  financial  statements.  One  or  more
attractive  prospects  may  choose  to  forego  the  possibility  of a  business
combination  with the Company  rather than incur the  expenses  associated  with
preparing audited financial statements.

                                       -4-
<PAGE>


Such audited  financial  statements  may not be immediately  available.  In such
case,  the  Company  intends  to  obtain  certain  assurances  as to the  target
company's  assets,  liabilities,  revenues and expenses prior to  consummating a
business  combination,   with  further  assurances  that  an  audited  financial
statement  will  be  provided  after  closing  of  such a  transaction.  Closing
documents  relative  thereto  will  include  representations  that  the  audited
financial  statements  will  not  materially  differ  from  the  representations
included in such closing documents.

(d) Plan of Operation

We intend  to merge  with or  acquire a  business  entity  in  exchange  for our
securities.  We have no particular acquisition in mind and have not entered into
any negotiations regarding such an acquisition.

We  anticipate  seeking  out  a  target  business  through  solicitation.   Such
solicitation  may include  newspaper  or magazine  advertisements,  mailings and
other  distributions  to  law  firms,   accounting  firms,  investment  bankers,
financial  advisors and similar  persons,  the use of one or more World Wide Web
sites and similar  methods.  No estimate can be made as to the number of persons
who will be contacted or solicited.  Such persons will have no  relationship  to
management.

We have no full time employees. The Company's president has agreed to allocate a
portion  of his time to the  activities  of the  Company  as a  consultant.  The
president  anticipates  that the business plan of the Company can be implemented
by his devoting  approximately 10 hours per month to the business affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time commitment by such officer.

The Company's  president is currently involved with other companies which have a
business  purpose  similar to that of the  Company.  A conflict may arise in the
event that another  blank check  company with which  management is affiliated is
formed and actively seeks a target business.  Management anticipates that target
businesses  will be located for the Company and other blank check  companies  in
chronological  order of the date of formation of such blank check companies.  It
may be that a target  business may be more  suitable for or may prefer a certain
blank  check  company  formed  after  the  Company.  In such  case,  a  business
combination  might be  negotiated  on behalf of the more  suitable or  preferred
blank check company regardless of date of formation.

The  Articles  of  Incorporation  of the  Company  provide  that the Company may
indemnify  officers and/or directors of the Company for  liabilities,  which can
include liabilities arising under the securities laws. Therefore,  assets of the
Company  could be used or attached to satisfy  any  liabilities  subject to such
indemnification.

Our plan is to seek, investigate and, if such investigation warrants, acquire an
interest in a business entity which desires to seek the perceived  advantages of
a corporation which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,  industry, or
geographical  location and the Company may participate in a business  venture of
virtually any kind or nature.  This  discussion of the proposed  business is not
meant to be  restrictive  of the  Company's  virtually  unlimited  discretion to
search for and enter into potential business opportunities.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or which wish to utilize the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. The Company may acquire
assets and establish wholly-owned  subsidiaries in various businesses or acquire
existing businesses as subsidiaries.

                                       -5-
<PAGE>


We  anticipate  that  the  selection  of a  business  opportunity  in  which  to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees,  and providing liquidity for
shareholders and other factors.  Business opportunities may be available in many
different  industries  and at various stages of  development,  all of which will
make  the  task of  comparative  investigation  and  analysis  of such  business
opportunities difficult and complex.

The Company has, and will continue to have,  only limited  capital with which to
provide  the owners of  business  opportunities  with any cash or other  assets.
However,  we believe the  Company  will be able to offer  owners of  acquisition
candidates  the  opportunity  to acquire a controlling  ownership  interest in a
publicly  registered  company  without  incurring  the cost and time required to
conduct an initial public offering. Management has not conducted market research
and is not aware of  statistical  data to support  the  perceived  benefits of a
merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business  opportunities  will be undertaken by, or under the
supervision  of the  Company's  president  who is  not a  professional  business
analyst.  In  analyzing  prospective  business  opportunities,  management  will
consider  such  matters  as  available   technical,   financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development,  or  exploration;  specific risk factors not now  foreseeable,  but
which then may be anticipated to impact the proposed  activities of the Company;
the potential for growth or expansion;  the potential for profit;  the perceived
public  recognition  or  acceptance  of  products,  services,  or  trades;  name
identification; and other relevant factors. Management will meet personally with
management  and key  personnel  of the  target  business  entity  as part of its
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigation to evaluate the above factors.  The Exchange
Act requires that any merger or  acquisition  candidate  comply with all certain
reporting requirements,  which include providing audited financial statements to
be included in the  reporting  filings made under the Exchange  Act. The Company
will not  acquire  or  merge  with  any  company  for  which  audited  financial
statements  cannot be  obtained at or within a  reasonable  period of time after
closing of the proposed transaction.

We will in all likelihood not be experienced in matters relating to the business
of a target  company,  and  management  will  rely  upon its own  experience  in
accomplishing the business purposes of the Company. Therefore, it is anticipated
that outside  consultants or advisors may be utilized to assist us in the search
for and analysis of qualified target companies.

The Company will not restrict its search to any specific  kind of firm,  but may
acquire a venture which is in its preliminary or development stage, one which is
already in operation, or in a more mature stage of its corporate existence.  The
acquired  business may need to seek additional  capital,  may desire to have its
shares publicly traded, or may seek other perceived advantages which the Company
may offer.  However,  the Company does not intend to obtain  additional funds to
finance the operation of any acquired  business  opportunity  until such time as
the Company has successfully consummated the merger or acquisition transaction.

                                       -6-
<PAGE>


MANNER OF ACQUISITION

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement with another entity. We also may acquire stock or assets of
an existing  business.  On the consummation of a transaction it is probable that
the present  Management  and  shareholders  of the Company  will no longer be in
control of the Company. In addition,  the Company's  president and director,  as
part of the terms of the  acquisition  transaction,  likely  will be required to
resign and be replaced by one or more new officers and directors  without a vote
of our shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of a  transaction,  the  Company  may  agree to  register  all or a part of such
securities  immediately  after the  transaction  is  consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
entered  into an  agreement  for a business  combination  or has  consummated  a
business  combination  and the  Company is no longer  considered  a blank  check
company.  Until  such time as this  occurs,  the  Company  will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on that market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition as a "tax-free"  reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended.

With  respect to any merger or  acquisition,  negotiations  with target  company
management  are  expected to focus on the  percentage  of the Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's shareholders at such time.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate agreements.  Although the terms of such
agreements  cannot be predicted,  generally such agreements will require certain
representations  and  warranties of the parties  thereto,  will specify  certain
events of default,  will detail the terms of closing  and the  conditions  which
must be satisfied by the parties prior to and after such  closing,  will outline
the manner of bearing  costs,  including  costs  associated  with the  Company's
attorneys and accountants, and will include miscellaneous other terms.

                                       -7-
<PAGE>


We are presently  subject to all of the reporting  requirements  included in the
Exchange Act. Included in these  requirements is the duty of the Company to file
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's  audited  financial  statements  included in its annual
report  on Form 10-K (or  10-KSB,  as  applicable).  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure the Company's compliance with the requirements of the Exchange Act, or if
the audited financial  statements provided do not conform to the representations
made by the target company,  the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present  management of the
Company.

COMPETITION

The  Company  will  remain an  insignificant  participant  among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view  of the  Company's  limited  financial  resources  and  limited  management
availability,  the Company may be at a competitive  disadvantage compared to the
Company's competitors.

Item 2. DESCRIPTION OF PROPERTY

The  Company  currently  occupies  offices in the home of its  president,  which
location  also serves as offices for Amery  Coast  Corporation  as well as other
companies.  Prior to November  1, 1999,  the Company did not incur rent or other
office expenses.  On November 1, 1999, the Company began incurring an expense of
$100 per month for rent and other administrative expenses.

Item 3. LEGAL PROCEEDINGS

No legal  proceedings  to which the Company is a party were  pending  during the
reporting  period,  and the Company knows of no legal  proceedings of a material
nature,  pending or threatened,  or judgments  entered against the sole director
and officer of the Company in his capacity as such.

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

The  Company  did not submit any matter to a vote of  security  holders  through
solicitation of proxies or otherwise during the reporting period.

                                     PART II

Item 5.  MARKET  FOR  COMMON  EQUITY ,  RELATED  STOCKHOLDER  MATTERS  AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

(a) Principal Market or Markets.  The Company's stock has not traded and, at the
present time, it has no trading symbol.

(b)  Approximate  Number of  Holders of Common  Stock.  The number of holders of
record of the Company's Common Stock as of June 2004 was approximately 47.

                                       -8-
<PAGE>


(c) Dividends. Holders of common stock are entitled to receive such dividends as
may be declared by the Company's Board of Directors.  No dividends on the common
stock were paid by the Company during the periods  reported  herein nor does the
Company anticipate paying dividends in the foreseeable future.

(d) Recent Sales of Unregistered Securities. NOT APPLICABLE

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                           Forward-Looking Statements

Certain  statements  contained  in this annual  report on Form 10-KSB  including
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute "forward-looking
statements."  You  should  not place  undue  reliance  on these  forward-looking
statements. Our actual results and the structure of transactions which may occur
in  the  future  could  differ   materially   from  those   described  in  these
forward-looking  statements for many reasons,  including  those set forth in the
risk factors included herein and for other reasons  including the demands of the
specific  business  entity  with  which  the  company  may  elect to engage in a
transaction.

                                Plan of Operation

See Part I, Item 1., "Description of Business-Plan of Operation."

                         Liquidity and Capital Resources

At April 30, 2004, the Company's  fiscal year end, the Company had cash and cash
equivalents of $0,  reflecting no change from April 30, 2003.  While the Company
has no foreseeable capital  commitments,  it also has no present expectations of
generating any cash flow from operations  until such time as it may successfully
complete the acquisition of the business,  operations, or assets of an operating
entity.  At present  time,  Management  has no plans to raise  additional  funds
through borrowings or the issuance of debt or equity.

We believe  that our current  cash and  equivalents  will  satisfy our  expected
working capital requirements through fiscal 2005.

Item 7. FINANCIAL STATEMENTS

The report of the independent  auditors on the financial  statements  appears at
Page F-2 and the financial statements and their accompanying footnotes appear at
Pages F-3 through F-10 hereof.  These financial statements and related financial
information required to be filed hereunder are incorporated herein by reference.

                                       -9-
<PAGE>

                                DOWNSIDE UP, INC.
                          Index to Financial Statements
                                                                            Page
                                                                            ----

Report of Independent Auditors ...........................................   F-2

Balance Sheet at April 30, 2004 ..........................................   F-3

Statements of Operations for the years ended April 30, 2004 and 2003 .....   F-4

Statement of Changes in Shareholders' Deficit for the period from
     May 1, 2002 through April 30, 2004 ..................................   F-5

Statements of Cash Flows for the years ended April 30, 2004 and 2003 .....   F-6

Notes to Financial Statements ............................................   F-7

                                       F-1
<PAGE>

                         Report of Independent Auditors


The Board of Directors and shareholders
Downside Up, Inc.:


We have audited the accompanying  balance sheet of Downside Up, Inc. as of April
30, 2004,  and the related  statements of operations,  changes in  shareholders'
equity,  and cash  flows for the years  ended  April  30,  2004 and 2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Downside Up, Inc. as of April
30,  2004,  and the results of its  operations  and its cash flows for the years
ended April 30, 2004 and 2003 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has incurred  losses since  inception and has a capital
deficit at April 30,  2004.  These  factors  raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans regarding
these  matters are also  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Cordovano and Honeck, P.C.
------------------------------
Cordovano and Honeck, P.C.
Denver, Colorado
June 11, 2004


                                       F-2
<PAGE>


                                DOWNSIDE UP, INC.
                                  Balance Sheet
                                 April 30, 2004



                                     Assets

Total assets ....................................................   $     --
                                                                    ==========



                      Liabilities and Shareholders' Deficit

Current liabilities:
    Accounts payable and accrued liabilities ....................   $    1,650
                                                                    ----------
                  Total current liabilities .....................        1,650
                                                                    ----------

Shareholders' deficit:
    Preferred stock , no par value;  5,000,000 shares authorized,
       -0- shares issued and outstanding ........................         --
    Common stock , no par value;  20,000,000 shares authorized,
       1,230,000 shares issued and outstanding ..................        2,672
    Additional paid-in capital ..................................       13,801
    Accumulated deficit .........................................      (18,123)
                                                                    ----------
                  Total shareholders' deficit ...................       (1,650)
                                                                    ----------

Total liabilities and shareholders' deficit .....................   $     --
                                                                    ==========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>

                                DOWNSIDE UP, INC.
                            Statements of Operations


                                                     For the Years Ended
                                                          April 30,
                                                 --------------------------
                                                    2004           2003
                                                 -----------    -----------
Costs and expenses:
    Contributed rent (Note 2) ................   $     1,200    $     1,200
    Other general and administrative costs...          3,900          4,527
                                                 -----------    -----------

                      Total costs and expenses         5,100          5,727
                                                 -----------    -----------

                      Loss before income taxes        (5,100)        (5,727)

Income tax provision (Note 3) ................          --             --
                                                 -----------    -----------

                   Net loss ..................   $    (5,100)   $    (5,727)
                                                 ===========    ===========

Basic and diluted loss per common share ......   $     (0.00)   $     (0.00)
                                                 ===========    ===========

Weighted average common shares outstanding...      1,230,000      1,230,000
                                                 ===========    ===========


                 See accompanying notes to financial statements

                                       F-4

<PAGE>

<TABLE>
                                DOWNSIDE UP, INC.
                  Statement of Changes in Shareholders' Deficit
<CAPTION>

                                             Preferred Stock           Common Stock         Additional
                                        -----------------------   -----------------------    paid-in     Accumulated
                                          Shares       Amount       Shares       Amount       Capital     Deficit         Total
                                        ----------   ----------   ----------   ----------   ----------   ----------    ----------
<S>                                     <C>          <C>          <C>          <C>          <C>          <C>           <C>
Balance at May 1, 2002 ..............         --     $     --      1,230,000   $    2,672   $    4,900   $   (7,296)   $      276

February 2003, forgiveness of debt by
    majority shareholder (Note 2) ...         --           --           --           --          1,596         --           1,596
Expense paid on behalf of the Company
    by an officer (Note 2) ..........         --           --           --           --          1,005         --           1,005
Contributed rent (Note 2) ...........         --           --           --           --          1,200         --           1,200
Net loss ............................         --           --           --           --           --         (5,727)       (5,727)
                                        ----------   ----------   ----------   ----------   ----------   ----------    ----------

Balance at April 30, 2003 ...........         --           --      1,230,000        2,672        8,701      (13,023)       (1,650)

Expense paid on behalf of the Company
    by an officer (Note 2) ..........         --           --           --           --          3,900         --           3,900
Contributed rent (Note 2) ...........         --           --           --           --          1,200         --           1,200
Net loss ............................         --           --           --           --           --         (5,100)       (5,100)
                                        ----------   ----------   ----------   ----------   ----------   ----------    ----------

Balance at April 30, 2004 ...........         --     $     --      1,230,000   $    2,672   $   13,801   $  (18,123)   $   (1,650)
                                        ==========   ==========   ==========   ==========   ==========   ==========    ==========
</TABLE>


                 See accompanying notes to financial statements

                                       F-5


<PAGE>

<TABLE>
                                DOWNSIDE UP, INC.
                            Statements of Cash Flows
<CAPTION>
                                                                   For the Years Ended
                                                                       April 30,
                                                              ----------------------------
                                                                  2004           2003
                                                              ------------    ------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
    Net loss ..............................................   $     (5,100)   $     (5,727)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Office space contributed by an affiliate (Note 2)          1,200           1,200
          Expenses paid on behalf of the Company by
             an officer (Note 2) ..........................          3,900           1,005
          Forgiveness of debt by a related party (Note 2) .           --             1,596
          Changes in operating assets and liabilities:
                Due from affiliate (Note 2) ...............           --             1,776
                Accrued liabilities .......................           --               150
                                                              ------------    ------------
Net cash used in operating activities .....................           --              --
                                                              ------------    ------------

                     Net change in cash ...................           --              --

Cash:
    Beginning of period ...................................           --              --
                                                              ------------    ------------

    End of period .........................................   $       --      $       --
                                                              ============    ============

Supplemental  disclosure of cash flow  information:
    Cash paid during the period for:

       Income taxes .......................................   $       --      $       --
                                                              ============    ============
       Interest ...........................................   $       --      $       --
                                                              ============    ============
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>

                               DOWNSIDE UP, INC.
                         Notes to Financial Statements

(1)      Summary of Significant Accounting Policies

Organization and Basis of Presentation

Downside Up, Inc. (the "Company") was incorporated under the laws of Colorado on
April 9, 1998 to engage in any lawful corporate undertaking.  The Company has no
revenue  producing  operations  to date.  The Company is  classified as a "blank
check"  company.  The  Company's  business  plan is to evaluate,  structure  and
complete a merger with or acquisition of, a privately owned corporation.

Management  changed  the manner in which it  presents  the  Company's  operating
results  and cash flows  during the year ended  April 30,  2004.  Management  no
longer  considers  the Company in the  development  stage as defined by the FASB
Statement of Standards No. 7,  "Accounting  and Reporting by  Development  Stage
Enterprises."  As  a  result,   cumulative   operating  results  and  cash  flow
information is no longer presented in the financial statements. This change does
not affect the Company's operating results or financial  position.  Accordingly,
no pro forma financial information is necessary.

On February 21, 2003, the Company, Corporate Management Services ("CMS") and Mr.
James Wiegand executed a common stock purchase agreement.  Mr. Wiegand purchased
750,000  shares of the  Company's  common  stock,  previously  owned by CMS, and
effectively took over control of the Company.

On February 21, 2003, pursuant to the Agreement,  CMS forgave the $1,596 owed by
the  Company  (see  Note  2).  The  debt  forgiveness  was  accounted  for  as a
contribution to capital as the parties are related.

Going concern

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial statements,  the Company has incurred losses since inception and has a
capital  deficit at April 30, 2004.  These factors,  among others,  may indicate
that the Company  will be unable to continue as a going  concern for  reasonable
period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going  concern  is  dependent  upon its  ability  to  complete  a merger or
acquisition with an operating entity and ultimately to attain profitability. The
Company  intends  to  evaluate,   structure  and  complete  a  merger  with,  or
acquisition of, a privately owned operating  entity.  There is no assurance that
the Company will ever be successful in completing a merger or acquisition.

Cash and Cash Equivalents

For financial  accounting purposes and the statements of cash flows, the Company
considers all highly liquid debt instruments  purchased with original maturities
of three months or less when acquired to be cash equivalents. The Company had no
cash equivalents at April 30, 2004.

Fair Value of Financial Instruments

The  Company  has  determined,   based  on  available  market   information  and
appropriate   valuation   methodologies,   the  fair  values  of  its  financial
instruments  approximate  carrying  values.  The  carrying  amounts  of  current
liabilities approximate fair value.

                                       F-7
<PAGE>
                               DOWNSIDE UP, INC.
                         Notes to Financial Statements


Use of Estimates

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


Income Taxes

The Company  accounts  for income  taxes under the  provisions  of SFAS No. 109,
Accounting for Income Taxes.  SFAS No. 109 requires  recognition of deferred tax
liabilities and assets for the expected  future tax  consequences of events that
have been  included  in the  financial  statements  or tax  returns.  Under this
method,  deferred  tax  liabilities  and  assets  are  determined  based  on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.

Earnings (loss) per Common Share

Basic net income per share is computed by dividing  the net income  available to
common  shareholders  (the  numerator)  for the period by the  weighted  average
number of common shares  outstanding (the  denominator)  during the period.  The
computation of diluted  earnings is similar to basic earnings per share,  except
that the  denominator  is increased to include the number of  additional  common
shares that would have been  outstanding if potentially  dilutive  common shares
had been issued.

At April 30,  2004,  there was no variance  between  basic and diluted  loss per
share as there were no potentially dilutive common shares outstanding.

Fiscal Year

The Company operates on a fiscal year ending April 30.

(2) Related Party Transactions

During the years ended April 30, 2004 and 2003,  the Company's sole officer paid
professional  and  filing  fees on behalf of the  Company  totaling  $3,900  and
$1,005,   respectively.   These   transactions  are  included  as  expenses  and
contributed capital in the accompanying financial statements.

At April 30,  2002,  CMS was  indebted  to the  Company in the amount of $1,776.
During the year ended April 30, 2003, CMS paid expenses on behalf of the Company
totaling $3,372. As a result, the Company owed CMS $1,596.  However,  as part of
the common stock  purchase  agreement  signed on February 21, 2003 (see Note 1),
the $1,596 liability was forgiven by CMS. The debt forgiveness was accounted for
as a contribution to capital as the parties are related.

Affiliates provided free office space to the Company, on an as needed basis, for
all periods presented in the accompanying  financial  statements.  The Company's
Board of Directors valued this service at approximately $100 per month, based on
prevailing  local  market  conditions.  The  accompanying  financial  statements
include a charge to  "Contributed  rent"  and a credit  to  "Additional  paid-in
capital" of $1,200 and $1,200, respectively,  for the years ended April 30, 2004
and 2003.

(3) Income Taxes

Following are  reconciliations  of U.S. statutory federal income tax rate to the
effective rate:

                                       F-8
<PAGE>

                               DOWNSIDE UP, INC.
                         Notes to Financial Statements


                                                         YEAR ENDED APRIL 30,
                                                       -------------------------
                                                         2004            2003
                                                       ---------       ---------
U.S.  statutory federal rate.......................      15.00%         15.00%
State income tax rate, net of federal benefit......       3.94%          3.94%
Contributed rent...................................      -4.46%         -3.97%
Net operating loss (NOL) for which no tax
    benefit is currently available.................     -14.48%        -14.97%
                                                       ---------       ---------

                                                          0.00%          0.00%
                                                       =========       =========

At April 30, 2004,  deferred taxes consisted of a net tax asset of $2,051 due to
operating loss  carryforwards  of $10,823,  which were fully allowed for, in the
valuation  allowance of $2,051. The valuation allowance offsets the net deferred
tax  asset  for which  there is no  assurance  of  recovery.  The  change in the
valuation  allowance  for the years  ended April 30, 2004 and 2003 were $738 and
$857, respectively. Net operating loss carryforwards will expire through 2024.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

(4) Shareholders' Equity

The  preferred  stock may be issued  in  series  as  determined  by the Board of
Directors.  As required by law, each series must  designate the number of shares
in the  series  and each  share of a series  must have  identical  rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions
for the redemption of the share, (5) terms of conversion and (6) voting rights.

                                       F-9
<PAGE>

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

The  Company  did  not  have  any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting period.

Item 8A. CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls and  procedures.  Our Chief  Executive
     Officer and Principal Accounting Officer has evaluated the effectiveness of
     our  disclosure  controls and  procedures (as such term is defined in Rules
     13a-15 and 15d-15 under the  Securities  Exchange  Act of 1934,  as amended
     (the  "Exchange  Act")) as of the end of the period  covered by this annual
     report (the "Evaluation Date"). Based upon such evaluation, the officer has
     concluded  that, as of the Evaluation  Date,  our  disclosure  controls and
     procedures  are  effective  in alerting  him on a timely  basis to material
     information relating to our Company (including our consolidated subsidiary)
     required  to be  included  in our  reports  filed or  submitted  under  the
     Exchange Act.

(b)  Changes in internal  controls  over  Financial  Reporting.  During the most
     recent  fiscal  year,  there have not been any  significant  changes in our
     internal  controls over financial  reporting or in other factors that could
     have materially  affected,  or are reasonably likely to materially  affect,
     our internal controls over financial reporting.

Item 8B. OTHER INFORMATION

     None.

                                   PART III

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

     (a)  Directors and Executive Officers.
                The Company has one director and officer as follows:

        Name                  Age     Position Since
        ----                  ---     --------------
        James B. Wiegand      57      Director and President since February 2003

Mr. Wiegand acquired a controlling interest and became sole officer and director
of the Company in February 2003 and is now serving his first  one-year term. Mr.
Wiegand is also an officer,  director,  and employee of Downside  Up,  Inc.,  an
entity similar in all respects to the Company,  which filed its Forms 10-SB with
the  Securities  and  Exchange  Commission  on June 28,  2002.  Mr.  Wiegand  is
president of Amery Coast Corporation,  a financial consulting company. From 1975
until 1996 Mr.  Wiegand was  president  and  director of Solar  Energy  Research
Corp., a publicly  traded company which he founded and took public.  Mr. Wiegand
obtained  his  Bachelor  of  Science  Mechanical  Engineering  degree  from  the
University of Denver in 1969.

Item 10. EXECUTIVE COMPENSATION

Mr.  Wiegand has not  directly  received  compensation  from the Company for his
services.

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

The following  table sets forth,  as of April 30, 2004, each person known by the
Company to be the  beneficial  owner of five  percent  or more of the  Company's
Common Stock,  all directors  individually and all directors and officers of the
Company as a group.  Except as noted, each person has sole voting and investment
power with respect to the shares shown.


                                      -10-
<PAGE>


                                           Amount and Nature
Name and Address                           of Beneficial          Percentage
of Beneficial Owner                        Ownership              of Class
------------------                         ------------           -----------

Corporate Management Services, Inc. (1)        250,000                 20.3%
1823 S Quincy Street
Tulsa, OK 74120

Barbara Davidson (2)                         255,000                20.7%
1327 Lark Court
Boulder, CO  80303

James B. Wiegand                             750,000                60.9%
16200 WCR 18E
Loveland, CO 80537

All Executive Officers
and Directors as a
Group (1 Person)                             750,000                60.9%

-------------------------
(1)  Corporate Management Services,  Inc. ("CMS") is controlled by the estate of
     George Andrews and Barbara Davidson each of whom own 50% of the outstanding
     stock.

(2)  Includes the shares of CMS.
-------------------------

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the years ended April 30, 2004 and 2003,  the Company's sole officer paid
professional  and  filing  fees on behalf of the  Company  totaling  $3,900  and
$1,005, respectively.

At April 30,  2002,  CMS was  indebted  to the  Company in the amount of $1,776.
During the year ended April 30, 2003, CMS paid expenses on behalf of the Company
totaling $3,372. As a result, the Company owed CMS $1,596.  However,  as part of
the common stock  purchase  agreement  signed on February  21, 2003,  the $1,596
liability  was  forgiven by CMS. The debt  forgiveness  was  accounted  for as a
contribution to capital as the parties are related.

Affiliates provided free office space to the Company, on an as needed basis, for
all periods presented in the accompanying  financial  statements.  The Company's
Board of Directors valued this service at approximately $100 per month, based on
prevailing local market conditions.

                                      -11-
<PAGE>

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     EX-31  Certification of CEO and CFO Pursuant to 18 U.S.C,  Section 7241, as
            adopted and Section 302 of the Sarbanes-Oxley Act of 2002.

     EX-32  Certification of CEO and CFO Pursuant to 18 U.S.C.  Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

     Reports on Form 8-K filed during the quarter ended April 30, 2004 - NA


Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and audit-Related Fees

During the year ended April 30, 2004, the Company's principal  accountant billed
$2,700 in fees that were  directly  associated  with the  preparation  of annual
audit reports and quarterly review reports.

During the year ended April 30, 2003, the Company's principal  accountant billed
$2,525 in fees that were  directly  associated  with the  preparation  of annual
audit reports and quarterly review reports.

Tax Fees

The Company's  principal  accountant  did not bill any tax fees during the years
ended April 30, 2004 and 2003.

All Other Fees

The Company's principal  accountant did not bill any other fees during the years
ended April 30, 2004 and 2003.

The officers  and  directors  of Downside Up have  determined  that the services
provided  by our  Company's  principal  accountant,  as referred to in the above
paragraphs,   are  compatible  with   maintaining  the  principal   accountant's
independence.

Audit Committee's Pre-Approval Policies and Procedures

Due to the fact that Downside Up has only one active  officer and director,  the
Company does not have an audit committee at this time.

Percentage of Hours Expended

All  hours  expended  on the  principal  accountant's  engagement  to audit  the
registrant's   financial  statements  for  the  most  recent  fiscal  year  were
attributable  to work  performed by persons that are the principal  accountant's
full-time, permanent employees.


                                      -12-
<PAGE>


                                   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.





(Registrant):  Downside Up, Inc.




By:  /s/ James B. Wiegand                    Date:  June 23, 2004
     -----------------------
     James B. Wiegand
     President



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