SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            _____________________

                               FORM 10-KSB/A
                             (Amendment No. 1)

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

    For the fiscal year ended June 30, 2003.

                     OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

                        Commission File No. 0-21733

                           THE KINGSLEY COACH, INC.
                ----------------------------------------------
                (Name of Small Business Issuer in its Charter)


      Delaware                                       23-3003600
 ---------------------------------------------------------------------------
 (State or other jurisdiction                 (I.R.S. Employer ID Number)
  of incorporation or organization)

                 180 U.S. Highway 522, Middleburg, PA 17842
                 ------------------------------------------
                  (Address of principal executive offices)

        Issuer's Telephone Number, including Area Code: 570-837-7114

       Securities Registered Pursuant to Section 12(b) of the Act: None

         Securities Registered Pursuant to Section 12(g) of the Act:

                 Common Stock, $.00001 par value per share

  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 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 in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.    [X]

  State the issuer's revenues for its most recent fiscal year: $ 3,768,619.

  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 ask prices of such common
equity, as of a specified date within the past 60 days.

  The aggregate market value of the Registrant's common stock, $.00001 par
value, held by non-affiliates as of October 3, 2003 was $1,664,273.

  As of October 3, 2003, the number of shares outstanding of the Registrant's
common stock was 17,383,072 shares, $.00001 par value.

Transitional Small Business Disclosure Format:    Yes [ ]   No  [X]

                 DOCUMENTS INCORPORATED BY REFERENCE: None



                                AMENDMENT NO. 1

For the reasons set forth in Note 17 to the Financial Statements, the
Registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-KSB for the period ended
June 30, 2003, as set forth on the pages attached hereto:

PART II

     Item 6         Management's Discussion and Analysis
     Item 7         Financial Statements

EXHIBITS

     Exhibit 31     Rule 13a-14(a) Certification
     Exhibit 32     Rule 13a-14(b) Certification


             FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

This Report contains certain forward-looking statements regarding Kingsley
Coach, its business and financial prospects.  These statements represent
Management's best estimate of what will happen.  Nevertheless, there are
numerous risks and uncertainties that could cause our actual results to
differ dramatically from the results suggested in this Report.  Among the
more significant risks are:

     *  The Company does not at this time have sufficient capital to fund
        significant growth.  Unless additional capital is obtained, the
        Company will be unable to produce vehicles in sufficient quantities
        to meet demand.

     *  The Company has had poor financial results recently, has incurred
        substantial losses, and has negative working capital.  Although many
        factors have contributed to this situation, the primary current cause
        of the situation is the Company's inability to fund production at a
        rate sufficient for the Company to be profitable.  Unless additional
        capital is obtained, the Company is likely to continue to incur
        losses.

     *  The Company has only one executive officer employed full-time, its
        President.  Until the Company's financial condition improves, it is
        unlikely that the Company will be able to attract additional
        competent management. Therefore the Company will depend on its
        President alone for its executive decision-making.


     Because these and other risks may cause the Company's actual results to
differ from those anticipated by Management, the reader should not place
undue reliance on any forward-looking statements that appear in this Report.


                                   PART 1

Item 1.  Business

     The Kingsley Coach

     The Kingsley Coach, Inc. (the "Company") is engaged in the business of
manufacturing motorhomes, medical transport vehicles and emergency response
vehicles, all under the tradename "Kingsley Coach." Although available for a
broad variety of uses, each Kingsley Coach has the same sturdy and stable
structural design, which characterizes the vehicle as a "Kingsley Coach."

     The Kingsley Coach, in essence, is a vehicle body (be it an R.V. body or
a speciality body) mounted onto a stretched truck chassis.  We open the back
of the cab and weld the body to the open frame, creating a walk-through
vehicle with the safety of uni-body construction.  In the R.V. industry, the
direct competitors of the Kingsley Coach are the Type A Motorhomes.   But the
construction and features of the Kingsley Coach distinguish it from any
motorhome on the road today:

     *  The walls are 2 1/8" thick.  The floor and the roof are double-
        reinforced.

     *  Up front is a Class 8 truck engine.  We currently put a diesel engine
        producing up to 600 horsepower in each Kingsley Coach.  It gets
        approximately 9.3 miles per gallon, and is rated to haul 85,000 pounds.
        The average Kingsley Coach weighs less than 38,000 pounds; so you
        always have power to spare when you want to attack a hill.

     *  The combination of heavy-duty construction and high power engine gives
        you a stable, vibration-free, sway-free ride.

     *  A Kingsley Coach can be serviced at almost any truck stop, whereas a
        conventional motorhome generally needs a motorhome mechanic.  In
        addition, a Kingsley Coach carries reserve tanks that hold up to a
        full week's supply of power and water, and is equipped with our
        proprietary gray water system that extends the water supply
        significantly.  So a Kingsley Coach can cover much more ground
        between RV stops than a conventional motorhome.

     *  The Kingsley Coach looks like a truck, but is as user-friendly as a
        sedan.  It features automatic transmission, cruise control, and a
        rear-view, back-up camera.

     *  Our proprietary technology makes the possible uses of a Kingsley
        Coach almost limitless.  For example, our patented loading lift
        enables you to carry any manner of cargo in the rear compartment -
        be it motorcycles, snowmobiles, or ATVs.

     Recreational Vehicles

     The Company has been selling the Kingsley Coach as a recreational vehicle
since 1996.  Until the summer of 2000, however, all of the vehicles we sold
were custom-made, often using the customer's own truck.  Today we continue to
offer customers the option of custom-designing their own Kingsley Coach.
However, our customers  increasingly opt for one of the pre-designed
models we now offer in the Camelot series:

     Camelot Excalibur - 40' Model.  This coach, offering 300 square feet of
living space fully expanded, is our base model.  It includes all of the
features noted above plus a luxury, functionally designed interior, and is
designed to compete effectively with the mid-range 40' RV models.

     Camelot SURV - 40' Model.  The SURV allows the owner the luxury standards
of the Excalibur, with the added convenience of a rear utility garage.  The
rear garage, measuring 17' by 8', offers over 140 square feet of utility
space, with a rear-attached metal (roll-up or ramp) door for easy access.  A
drop-down bed is mounted to the wall, for use when you don't need the storage
space.  Lift the bed, however, and you have room for your motorcycles, your
hot-air balloon, your snowmobiles - even your horses.

     Camelot Merlin - 45' Model.  The Merlin offers a full 360 square feet of
floor space.   It includes all of the features noted above plus a luxury,
functionally designed interior, and is designed to compete effectively with
the mid-range 45' RV models.

     Camelot Lancelot - 34' Model.  The Lancelot retains the overall luxury
characteristic of the Camelot line.  It is priced, however, to appeal to
customers whose buying decisions are more price-sensitive or who are simply
more comfortable in a less-imposing vehicle.

     During the past summer we introduced the prototype for a new line of
recreational vehicles that we call the "Echo."  The Echo will be a fully-
standardized vehicle that will be produced in assembly-line fashion at our
facility in Minnesota.  Because of the standardization, we will be able to
purchase components for the Echo in bulk, thereby reducing materials cost
substantially.  In addition, we expect the production of an Echo will require
approximately 25% of the man-hours we now devote to manufacturing a Camelot
model.  The Echo, therefore, will be a relatively low-cost vehicle that will
appeal to a broad market, but a vehicle that should generate relatively high
margins for Kingsley Coach.  We expect to begin marketing the Echo as soon as
we obtain the funds needed for establishing the assembly line and purchasing
raw materials.

     Custom Manufacturing

     Until mid-2000, every Kingsley Coach has been custom-manufactured, often
by conversion of a tractor previously owned and used by the customer.  Our
development of standardized designs and our entry into assembly line
manufacturing have lowered our product cost substantially, and provided us
access to a much wider market.  We expect, however, that there will still
be a number of our customers who will opt for a uniquely-designed product.
So we will continue to offer customers the option of a Kingsley Coach designed
entirely to their specifications.

     These "Roadmasters" generally contain elaborate amenities, and retail
for approximately 50% more than our Camelot models.  Because the market for
$500,000 recreational vehicles is limited, however, we expect that production
of the Roadmasters will not grow as rapidly as production of the Camelot and
Echo series.


     Mobile Medical Vehicles

     The same characteristics that make the Kingsley Coach attractive in the
vacation market make it suitable for use in a wide variety of specialized
applications.  The unique stability that allows you to speed down a highway
without losing your equilibrium likewise allows you to carry a CAT scanner
through a city of potholed streets without losing its calibration.  So in the
past year we have established our Medical Coach as a distinct and growing
product line.

     The Kingsley Coach is now marketed as the platform that carries PET
(Positron Emission Tomography) scanners manufactured by CPS Innovations and
distributed by Hitachi Medical Systems America.  To date we have delivered
four of these units, each to a physician who uses the vehicle to provide
scanning services at multiple locations.  The demand for this product alone
appears to be sufficient that it could fill our production capacity for
several years.  Should we chose to expand, however, we can readily produce a
Kingsley Coach that can transport virtually any large mobile medical device,
be it a Magnetic Resonance Imaging system, a Cardiac Catheterization lab, or
a CT scanner.  The ability of the Kingsley Coach to safely carry motion-
sensitive equipment over all types of road conditions makes it an ideal
platform for the mobile medical industry.

     Our Medical Coach incorporates many of the luxury features of our RV
models: wood paneling, comfort seating in the waiting area, high-end stereo
system, etc.  The interior is appointed to provide the medical technician and
his patients an environment that respects their dignity and reduces the
stress of the medical event as much as possible.  Behind the interior
paneling, however, are walls of lead.  And beneath the carpeted floor is an
electric harness suited for the $2 million medical system that the coach
carries.  The entire 54,000 pound vehicle rides on a suspension specially
designed to assure that neither highway speed nor city potholes jars the
microscopic calibration of the scanner inside.

     Emergency Response Vehicles

     Lack of financial resources has been the only impediment to our entry
into a third market - emergency response vehicles.  In the past year our
factory has been visited by a number of government officials attracted by the
power and durability of the Kingsley Coach and by the ability of our staff to
install complicated electrical systems throughout the vehicle.  Already we
have schematics completed in response to an rfp by one state government
seeking an emergency vehicle that can carry multiple communications systems
safely into a disaster environment.  As governments throughout our country,
in response to 9/11, implement upgrades to their emergency response programs,
a market ideally suited to the Kingsley Coach is opening up.  Vehicles in
this market often sell for $600,000 and up, but the up-front capital
commitment by the manufacturer is similarly large.  We need only money and
personnel to be able to take advantage of that market.


     Production

     The production of a Kingsley Coach is conceptually simple:

     *  We contract for a truck chassis, made to order;
     *  We obtain a body, made to our specifications;
     *  We fabricate a heavy-duty lower section for storage and stability;
     *  We buy some miscellaneous off-the-shelf components (generators,
        tanks, inverters, and the like); and
     *  We bolt and weld it all together.

     Until very recently, all of the bodies for our RVs were manufactured by
Thor America, one of America's leading producers of RVs, and our facilities
were located on the Thor America campus in Middleburg PA.  For several years,
however, we had difficulties in obtaining the supply of bodies we needed from
Thor, and the effect on our revenues was devastating.  So when our
contract with Thor ended, we relocated our fabrication facility from the Thor
America campus to another location in Middleburg, and set about restructuring
our relationship with Thor America.  Today we have the happy combination of a
new, favorable relationship with Thor and the ability to produce our own RV
bodies, should the supply from Thor America prove inadequate.  In addition,
we have recently begun to use a second source for RV bodies, and that
relationship could be expanded.   With this combination of sources, we do not
expect to experience any difficulty in obtaining the RV bodies we need on
schedule.

     The bodies for our Medical Coaches require a specialist in lead
fabrication to prepare the walls.  We have located a number of fabricators
capable of performing this service, and have experienced no problem in
obtaining these bodies.

     Sales and Marketing

     To date, the Kingsley Coach has been marketed mostly by word of mouth,
supplemented by occasional print ads in trucking and RV magazines.  A prime
component of our promotional program are our appearances at RV shows and
upscale sporting events.  These appearances are targeted to gain Kingsley
Coach brand recognition among financially successful Baby Boomers.  Without
the capital necessary to ramp up production, however, a more aggressive
marketing campaign would be counterproductive.  Nevertheless, the feedback we
receive from our appearances indicates that there is a substantial market
available for our product.

     The Kingsley Coach is sold directly and through a dealer network.  To
date, we have appointed dealers in Texas and eastern Florida.  As our
production capabilities become sufficient to service added demand, we will
expand our network incrementally until it reaches nationwide. In the meanwhile,
we have contracted with Four State Trucking of Joplin, Missouri to serve as
our national dealer on a non-exclusive basis.  Our agreement with Four States
required Four States to pay a $300,000 deposit on the purchase of 50 units
(i.e. $6,000 deposit per unit).

     No single customer accounted for more than 10% of the Company's sales
during the years ended June 30, 2003, 2002 or 2001.

     Backlog

     On October 6, 2003 the Company's backlog was 11 units, representing
$2,481,000 in potential sales.  On October 6, 2002, the backlog was 15 units
($3,300,000 in potential sales). The reduction in total backlog reflects our
improved productivity, as we are now able to obtain bodies when needed.

     Competition

     The Class A Motorhome segment of the RV industry is dominated by five
manufacturers, who account for over of annual domestic sales: Fleetwood,
Winnebago, Coachman, Monaco, and Thor.  These competitors have two major
advantages over The Kingsley Coach: name recognition and capital resources.
The Kingsley Coach will attempt to compete with these established companies
primarily on the basis of the unique advantages of a truck chassis: strength,
serviceability, and safety.

     Research and Development

     Until July of 2000, the Company was still developing its products.
Accordingly, research and development until that time represented nearly 30%
of sales:$330,000 in the six months ended June 30, 2000, $850,000 in the year
ended December 31, 1999 and $600,000 in the year ended December 31, 1998.
Beginning in the 2001 fiscal year, we have been marketing the products
previously developed.  Accordingly, our research and development expense was
reduced to $123,400 during the year ended June 30, 2003, $92,500 during the
year ended June 30, 2002 and $68,000 during the year ended June 30, 2001.

     Employees

     The Company currently employs 25 individuals. 4 are employed in
administrative positions, 2 in sales and marketing positions, and 19 in
production.  None of the Company's employees are members of a union.  The
Company believes that its relations with its employees are good.



Item 2.  Properties

     Our executive offices and production facilities are located in a 20,000
square foot facility in Middleburg, Pennsylvania.  We pay a monthly rental of
$3,800.  The lease is for a three year term through June 2005, although either
party may cancel the lease on 90 days prior notice.  We have the right of
first refusal if the landlord receives any offer to purchase the property.

     The Company also leases a 26,000 square foot production facility in
Ramsey, Minnesota.  The Ramsey facility is used for engineering and design,
as well as for a portion of our fabrication activities.  We pay a monthly
rental of $4,500.  The lease is for a three year term through 2005, although
either party may cancel the lease on 30 days prior notice.  We have the right
of first refusal if the landlord receives any offer to purchase the property.


Item 3.  Legal Proceedings

     None.


Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.



                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     (a) Market Information

     The Company's common stock is quoted on the OTC Bulletin Board under the
symbol "KNGS.OB."  Set forth below are the high and low bid prices for each
of the last eight fiscal quarters.




                                               Bid
                                       ---------------------
             Quarter Ending             High          Low

             September 30, 2001       $    .34     $    .06
             December 31, 2001        $    .12     $    .05
             March 31, 2002           $    .09     $    .04
             June 30, 2002            $    .13     $    .05


             September 30, 2002       $    .12     $    .06
             December 31, 2002        $    .19     $    .05
             March 31, 2003           $    .20     $    .05
             June 30, 2003            $    .23     $    .05


     (b) Shareholders

     Our shareholders list contains the names of 441 registered stockholders
of record of the Company's Common Stock.  Based upon information from nominee
holders, the Company believes the number of owners of its Common Stock exceeds
800.

     (c) Dividends

     The Company has never paid or declared any cash dividends on its Common
Stock and does not foresee doing so in the foreseeable future.  The Company
intends to retain any future earnings for the operation and expansion of the
business.  Any decision as to future payment of dividends will depend on the
available earnings, the capital requirements of the Company, its general
financial condition and other factors deemed pertinent by the Board of
Directors.



Item 6. Management's Discussion and Analysis of Results of Operations and
        Financial Condition

     Results of Operations

     Sales during the year ended June 30, 2003 increased by 47% from sales
during the year ended June 30, 2002.  Sales were particularly strong in the
4th quarter of 2003, when we recorded $1,133,929 in revenue.  In that quarter,
for the first time, the several growth strategies we implemented in the past
year all became effective and interactive.  These growth strategies included
the following:

     *  During the winter of 2002-2003 we revised our  relationship with Thor
        America, which manufactures most of the bodies for our RVs. So during
        the second half of fiscal 2003, we obtained bodies from Thor as we
        needed them, on terms that have been cost-efficient for us.  This
        enabled us to substantially reduce our backlog for the first time in
        several years.

     *  In the summer of 2002 we moved our principal manufacturing facility
        from the building we had previously leased at Thor America's premises
        to a nearby 20,000 square foot plant.  There we outfitted new, more
        efficient production lines, and assumed a far greater role in
        production of bodies than we had previously born.  This permitted us
        to produce vehicles at a faster rate.

     *  Because our ability to deliver vehicles on a reasonable schedule has
        improved, we have been able to negotiate better terms with our
        customers, and to attract more advantageous sales.  As a result, the
        average price of the vehicles we delivered in fiscal 2003 was
        significantly higher than our average price in fiscal 2002.

     *  Our new line of medical coaches have become a steady source of
        business, which is expected to increase in the future to the extent
        that our resources will permit.

     Of equal importance to the increase in sales is the fact that gross
margin on our sales in fiscal 2003 was over 15%, approaching our goal of 25%.
By comparison, our gross margin was almost negligible in fiscal 2002.  The
primary reasons for the increase in gross margin were:

     *  In our new facility we have substantially increased the role of our
        in-house production team in manufacturing bodies.  Whereas in the
        past bodies were delivered to us nearly complete, we now receive them
        in bare bones condition and complete the outfitting in our
        own facility.  Our cost analysis indicates that this increase in the
        in-house component of our manufacturing has reduced the per-unit
        production cost of our vehicles by $16,832.

     *  We are now purchasing RV bodies from Thor America at prices
        substantially lower than in earlier years.  In addition, while our
        plant was located on the Thor America campus, we paid Thor a $5,000
        per unit fee.  That fee was eliminated when we moved.

     *  The Medical Coaches that we now produce are highly standardized - the
        customization is limited primarily to matters of appearance and
        comfort, which are not labor intensive.  With each Medical Coach that
        we produce, our gross margin increases significantly, in direct
        proportion to our learning curve.  In addition, the marketing effort
        involved is just a fraction of that involved in marketing to the
        public.

     Despite the improvement in gross margin, we continued to record a loss
for fiscal 2003, due to general and administrative expenses that were
disproportionate to our revenues.  Although we posted lower general and
administrative expenses during fiscal 2003 than in fiscal 2002, the
reduction occurred because in fiscal 2002 we incurred an expense of $636,103
as a result of issuing shares of our common stock to a number of consultants.
When that event is eliminated, general and administrative expenses had grown in
fiscal 2003, primarily due to increased expenses attributable to staffing our
new facilities.  These expenses will continue to be disproportionate to sales
until we are able to fund an increase in production sufficient to utilize our
production capacity profitably.

     Our lack of working capital continues to limit our production. As a
result, we have almost no inventory of finished or near-finished products,
and are required to build vehicles only to order.  This situation (a) limits
our potential customers to those willing to wait many months for delivery
and (b) eliminates our reportable revenue if there is any interruption in our
production activities (as occurred in fiscal 2002), as we have no sales from
inventory that can carry us through a trough in production.  This situation
does not preclude us from achieving profitability - we had the same lack of
inventory in fiscal 2001, and achieved profits in that year.  But the
situation does put our prospects for profitability at considerable risk.

     The recent completion of the prototype for our new "Echo" model
represents a step towards a proper inventory situation, as it will be a fully-
standardized unit produced on a very cost-efficient assembly line.  We are
currently seeking private funds that will enable us to outfit that assembly
line in our Minnesota facility and purchase raw materials for the Echo.  If
we are successful in that search, the Echo should make a significant
contribution to our return to profitablity.


Liquidity and Capital Resources

     Kingsley Coach currently has no bank line of credit or other source of
bank or investor financing.  Until the past summer we were party to an
Agreement for Wholesale Financing that we made with Deutsche Financing
Services on November 1, 1999.  During 2002, however, our inability to obtain
an inventory of RV bodies meant that we finished vehicles shortly after the
RV body arrives at our plant.  As a result, we were not able to utilize the
full value of the credit available to us from Deutsche Financing Services.
In the Fall of 2002, therefore, Deutsche Financing Services cancelled the
line of credit due to lack of use.  At June 30, 2003, we owed $71,271 under
that agreement, on loans bearing interest at 12% to 13.5%.

     Near the end of December 2002 we entered into a new operational and
financial arrange ment with our principal subcontractor.  As part of that
arrangement, the vendor loaned us $200,000 interest-free.  The loan will be
satisfied by payment of a $5,000 premium on the next 40 subassemblies that we
purchase from the vendor.

     At June 30, 2003 Kingsley Coach had a working capital deficit of
$(1,936,005), a decline of $664,865 from our deficit at the end of June 2002.
The primary reason for the decline is that we have a large liability for
customer deposits that were received and used in prior periods. The cash that
we now receive on delivery of a new vehicle is often not much greater than
the cash we expended in producing the vehicle, since the cash profit on the
sale is represented by the deposit.  Until we obtain a source of financing
other than the deposits placed by new customers, it will be difficult for us
to remedy our working capital deficit.

     Until the ramp-up in expenses during calendar 2000 to meet anticipated
increases in Camelot sales, our operations produced positive cash flow.  In
fiscal 1999 our operations produced $111,992 in cash.  However, during the
first nine months of calendar year 2000, operations generated a cash flow
deficit of $604,026, primarily due to an increase of $522,894 in inventory as
well as expenses attributable to increases in personnel and facilities in
anticipation of Camelot sales. For the entirety of fiscal 2001 and fiscal
2002, however, our operations produced positive cash.  In the nine month
period that ended on March 31, 2003 our operations used $226,377 in cash, in
part due to the costs of relocating our production facilities.  In the 4th
quarter, however, operations generated $288,218 in cash, resulting in positive
cash flow from operations for fiscal 2003.  Our cash flow, therefore, provided
we sustain a minimum level of operations, is essentially a function of how
aggressively we grow.  If we remain cash poor, we will hold production at a
level that can be sustained by cash from sales and down payments.  If
funds become available, we will increase production.

     The Company should be able to sustain operations for the indefinite
future with its present resources.  When cash is short, however, the only
feasible method of sustaining operations is to delay production.  This in
turn slows growth and damages our marketing abilities.  Accordingly, the
Company is engaged in seeking sources of financing to enable the Company to
fund the growth at a rate determined by market demand.


Item 7.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

     Not Applicable

Item 8.  Financial Statements

     The Company's financial statements, together with notes and the Report of
Independent Certified Public Accountants, are set forth immediately following
Item 13 of this Form 10-KSB.

Item 8A. Controls and Procedures

     Ralph Dickenson, our Chief Executive Officer and Chief Financial Officer,
performed an evaluation of the Company's disclosure controls and procedures
as of June 30, 2003.  Based on his evaluation, he concluded that the controls
and procedures in place are sufficient to assure that material information
concerning the Company which could affect the disclosures in the Company's
quarterly and annual reports is made known to him by the other officers and
employees of the Company, and that the communications occur with promptness
sufficient to assure the inclusion of the information in the then-current
report.

     There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls subsequent
to the date on which Mr. Dickenson performed his evaluation.




                                  PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.

     The officers and directors of the Company are:
                                                       Director
Name                 Age   Position with the Company       Since
------------------------------------------------------------------------------
Ralph Dickenson       63   Chairman (CEO, CFO)             1998
Verdo Lancaster       65   Director, Vice President        1998
Catherine Rimes       42   Director                        1998
James Whitehead       60   Director                        1998
George O. R. Carlson  62   Director                        2001


     Directors hold office until the annual meeting of the Company's
stockholders and the election and qualification of their successors.
Officers hold office, subject to removal at any time by the Board, until the
meeting of directors immediately following the annual meeting of stockholders
and until their successors are appointed and qualified.

     Ralph Dickenson founded Kingsley Coach in 1996, and has served as its
Chairman since that time.  Except for the period from March of 2000 until
March of 2001, Mr. Dickenson also served as our Chief Executive Officer.  Mr.
Dickenson is the father of Catherine Rimes, a member of the Board of Directors.

     Verdo Lancaster has been self-employed for the past seven years as a
gospel singer. Previously, Mr. Lancaster owned and operated a number of
trailer home distributorships in Louisiana.

     Catherine Rimes has been self-employed as a horse rancher since 1998.
From 1994 to 1997, Ms. Rimes served as President of Brake Alert, Inc., which
was engaged in the business of manufacturing and marketing parts for
transportation equipment.  Ms. Rimes is the daughter of Ralph Dickenson,
the Chairman of Kingsley Coach, and the niece of George Carlson, a member of
the Board of Directors.

     James Whitehead has for the many years served as co-owner and Manager of
Whitehead Business Trucking Co.

     George O.R. Carlson is an engineer, who has been involved in the
development of the Kingsley Coach since 1996.  Mr. Carlson's services are
provided to Kingsley Coach by DRK Inc. pursuant to our Management Services
Agreement with DRK.  Mr. Carlson is the uncle of Catherine Rimes, a member of
our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     None of the officers, directors or beneficial owners of more than 10% of
the Company's common stock failed to file on a timely basis the reports
required by Section 16(a) of the Exchange Act during the year ended June 30,
2003.


Item 10.  Executive Compensation

     The following table sets forth all compensation awarded to, earned by,
or paid by the Company to Ralph Dickenson, its Chief Executive Officer, for
services rendered in all capacities to the Company during the years ended
June 30, 2003, 2002 and 2001.  Mr. Dickenson was the Company's Chief Executive
Officer until March 1, 2000, and again since March 1, 2001.  There were no
other executive officers whose total salary and bonus for the fiscal year
ended June 30, 2003 exceeded $100,000.
                                                   Long-Term
                      Compensation                Compensation
                    Year      Salary         Stock Options Granted
----------------------------------------------------------------------------
Ralph Dickenson     2003      $18,124                  -
                    2002      $18,000                  -
                    2001      $ 7,494             75,000


     Employment Agreements

     All of our employment arrangements with our executives are on an at will
basis.

     Management Services Agreement

     The Company is party to a Management Services Agreement with DRK Inc.
dated May 7, 1999, which was amended as of February 20, 2003.  The owners of
DRK are Catherine Rimes and George O.R. Carlson, who are members of the
Kingsley Coach Board of Directors.  Ralph Dickenson acts, from time to time,
as a business consultant to DRK.

     The Agreement, as amended, is an at-will arrangement.  It provides that
DRK will provide personnel to perform management, design, development and
operational services. In compensation, the Company is required to pay DRK its
out-of-pocket expenses incurred in providing the personnel, including salaries.
During the year ended June 30, 2003, DRK provided to the Company the services
of 9 non-officer employees, including full and part-time employees.  In
compensation for those services, the Company paid $396,600 to DRK.

     When the Agreement was first made, the Company granted 1,000,000 shares
of restricted stock to DRK, which DRK was to retain only if the Company
achieves certain sales and net income targets during each of the five years
between July 1, 2000 and June 30, 2005.  In the year ended June 30, 2001 the
Company achieved the net income target but fell short of the sales target.
However, in lieu of cancelling 200,000 shares owned by DRK due to the shortfall,
as provided in the Agreement, the Company accepted a waiver by DRK of $168,123
due to it from the Company.  In the year ended June 30, 2002 the Company fell
short of both targets.  Accordingly, DRK surrendered 200,000 of the restricted
shares to the Company.

     In February 2003 the parties modified the Agreement.  DRK waived certain
financial incentives which had been included in the original Agreement.  In
consideration of that concession and other financial concessions and services
performed by DRK in the past, the Company released its lien on the 600,000
shares that remained subject to the Agreement.

     Equity Grants

     In October of 2000, the Board of Directors issued to each of its members
a five year option to purchase 75,000 shares of the Company's common stock.
The option is exercisable at an average price of $.95 per share.  The market
price on the date of grant was $.56.

     The following tables set forth certain information regarding the stock
options acquired by the Company's Chief Executive Officer during the year
ended June 30, 2003 and those options held by him on June 30, 2003.

              Option Grants in the Last Fiscal Year

                        Percent
                        of total                           Potential realizable
          Number of     options                              value at assumed
          securities    granted to                            annual rates of
          underlying    employees    Exercise                 appreciation of
          option        in fiscal    Price        Expiration  for option term
Name      granted       year         ($/share)    Date        5%         10%
------------------------------------------------------------------------------
R. Dickenson   0        N.A.         N.A.         N.A.         0          0



             Aggregated Fiscal Year-End Option Values

             Number of securities underlying  Value of unexercised in-the-money
              unexercised options at fiscal     options at fiscal year-end ($)
Name          year-end (#) (All exercisable)        (All exercisable)
-------------------------------------------------------------------------------
Ralph Dickenson          75,000                             0



Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information known to us with respect to
the beneficial ownership of our common stock as of the date of this prospectus
by the following:

     *  each shareholder known by us to own beneficially more than 5% of our
        common stock;

     *  Ralph Dickenson;

     *  each of our directors; and

     *  all directors and executive officers as a group.

     There are 17,383,072 shares of our common stock outstanding on the date
of this report.  Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed below have sole voting power and
investment power with respect to their shares,  subject to community property
laws where applicable.  Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission.

     In computing the number of shares beneficially owned by a person and the
percent ownership of that person, we include shares of common stock subject
to options or warrants held by that person that are currently exercisable or
will become exercisable within 60 days. We do not, however, include these
"issuable" shares in the outstanding shares when we compute the percent
ownership of any other person.

                                Amount and
                                Nature of
Name and Address                Beneficial          Percentage
of Beneficial Owner(1)          Ownership           of Class
------------------------------------------------------------------
Ralph Dickenson                  75,000(3)             0.4%
Verdo Lancaster               1,190,961(3)             6.8%
Catherine Rimes               2,478,785(2) (3)        14.2%
James Whitehead                 138,995(3)             0.8%
George Carlson                2,395,785(2)            13.8%

All officers and directors
 as a group (5 persons)       3,923,741               22.2%

Matco, Incorporated           5,000,000               28.8%
 4602 230th Court, NW
 St. Francis, MN 55070

DRK, Inc.                     2,355,785(2)            13.6%
 3118 162nd Lane
 Andover, MN 55304
______________________________

(1)  The address of each shareholder, unless otherwise noted, is c/o The
     Kingsley Coach, Inc., 180 U.S. Highway 522, Middleburg, PA 17842.

(2)  DRK, Inc. is a Minnesota corporation which received 1,000,000 shares
     pursuant to a Management Services Agreement with Kingsley Coach.
     Catherine Rimes and George Carlson each own 50% of the outstanding shares
     of DRK, and are thus deemed to be the beneficial owners of DRK's shares.

(3)  Includes presently-exercisable option to purchase 75,000 shares.


Equity Compensation Plan Information

     The information set forth in the table below regarding equity compensation
plans (which include individual compensation arrangements) was determined as
of June 30, 2003.

                                                               Number of
                        Number of                              securities
                        securities          Weighted           remaining
                        to be issued        average            available
                        upon exercise       exercise price     for future
                        of outstanding      of outstanding     issuance
                        options,            options,           under equity
                        warrants            warrants           compensation
                        and rights          and rights         plans
-----------------------------------------------------------------------------
Equity compensation plans
 approved by security
 holders..........          0                   --                0


Equity compensation plans
 not approved by security
 holders..........          0                   --                0
                        ----------------------------------------------------
Total.............          0                   --                0



Item 12.  Certain Relationships and Related Transactions

     See discussion of the Management Services Agreement in Item 10 of this
Report.

     In the Spring of 2002, Jeannie Michels, an employee of the Company,
loaned $235,000 to the Company to use for working capital.  The Company agreed
to pay $7,000 per month to satisfy the loan, including interest at 5.25%.


Item 13.  Exhibit List and Reports on Form 8-K

     (a) Financial Statements

     Independent Auditors Report

     Balance Sheet - June 30, 2003

     Statement of Operations for the years ended June 30, 2003 and June 30,
      2002

     Statement of Stockholders Deficit for the years ended June 30, 2003 and
      June 30, 2002

     Statement of Cash Flows for the year ended June 30, 2003 and June 30,
      2002

     Notes to Financial Statements

     (b) Exhibit List

3-a     Certificate of Incorporation, as amended. (1)

3-b     By-laws (1)

10-a    Management Services Agreement dated May 7, 1999 with DRK, Inc. - filed
        as an exhibit to Kingsley Coach's Quarterly Report on Form 10-QSB for
        the quarter ended June 30, 1999 and incorporated herein by reference.

10-a(1) Modification of Management Services Agreement dated February 20, 2003.

10-b    Agreement for Wholesale Financing dated between Kingsley Coach and
        Deutsche Financing. (1)

10-c    Technology Transfer Agreement dated October 26, 2001 between Matco,
        Incorporated and Kingsley Coach - filed as an exhibit to the Current
        Report on Form 8-K dated October 26, 2001 and incorporated herein by
        reference.

21      Subsidiaries - none

31      Rule 13a-14(a) Certification

32      Rule 13a-14(b) Certification

_________________________________________

(1) Filed as an exhibit to the Company's Registration Statement on Form SB-2
    (File No. 333-65654) and incorporated herein by reference.

     (c) Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the three months
ended June 30, 2003.



                          Independent Auditors' Report


The Board of Directors and Shareholders
The Kingsley Coach, Inc.


We have audited the accompanying balance sheet of The Kingsley Coach, Inc.,
as of June 30, 2003, and the related statements of operations, stockholders'
deficit, and cash flows for the years ended June 30, 2003 and 2002.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audits 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 The Kingsley Coach, Inc. as
of June 30, 2003, and the results of operations and cash flows for the years
ended June 30, 2003 and 2002, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has accumulated losses since inception, has
experienced a decline in revenue and has negative working capital which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 2.  The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                   /s/ Mantyla Reynolds
                                   --------------------
                                   Mantyla McReynolds
Salt Lake City, Utah
September 29, 2003, except for the footnote 17 as to which the date is
  November 14, 2003.

                                                                     -F1-


                          The Kingsley Coach, Inc.
                               Balance Sheet
                               June 30, 2003




                               ASSETS


Current Assets:
 Cash                                     $         0
 Accounts receivable (net of allowance
  of $5,500)                                   14,564
 Inventory - Note 11                          528,900
                                             --------
Total Current Assets                          543,464

Property & Intangibles, net - Note 8          726,170

Other Assets:
 Prepaid expense - Note 13                    130,293
 Subscriptions receivable - Note 7             12,000
 Deposits                                       3,650
                                             --------
Total Other Assets                            145,943
                                             --------
TOTAL ASSETS                              $ 1,415,577
                                            =========


See accompanying notes to financial statements

                                                                     -F2-

                          The Kingsley Coach, Inc.
                         Balance Sheet (continued)
                               June 30, 2003

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
 Accounts payable - Note 17               $   904,598
 Bank overdraft balance                        72,018
 Accrued liabilities                          297,603
 Related party payable - Note 13              134,792
 Customer deposits - Note 5                   557,133
 Note payable - inventory - Note 15            71,271
 Unearned revenue - Note 14                   269,000
 Current portion long-term debt - Note 10     173,054
                                            ---------
Total Current Liabilities                   2,479,469

Long-Term Liabilities:
 Notes payable - Note 10                      478,323
 Note payable - shareholder - Note 4          160,171
 Less current portion long-term debt         (173,054)
                                            ---------
Total Long-Term Liabilities                   465,440
                                            ---------
Total Liabilities                           2,944,909

Stockholders' Deficit - Notes 6, 7, 13 & 16
 Preferred stock, $.0001 par value;
  authorized 5,000,000 shares; issued and
  outstanding -0- shares                            -
 Common stock, $.00001 par value;
  authorized 30,000,000 shares; issued
  and outstanding 17,383,072                      174
 Treasury Stock, 200,000 common shares        (14,000)
 Additional paid-in capital                 2,887,085
 Accumulated Deficit                       (4,402,591)
                                            ---------
Total Stockholders' Deficit                (1,529,332)
                                            ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
 DEFICIT                                  $ 1,415,577
                                            =========



See accompanying notes to financial statements

                                                                     -F3-




                          The Kingsley Coach, Inc.
                          Statements of Operations
                 For the years ended June 30, 2003 and 2002




Revenues:                               2003            2002
                                   -------------------------------
 Sales                               $ 3,768,619     $ 2,556,409
 Cost of Sales                        (3,175,665)     (2,544,495)
                                       ---------       ---------
 Gross Margin                            542,954          11,914

General and administrative expenses    1,524,502       1,663,869
                                       ---------       ---------
Net Income/(Loss) from Operations       (931,548)     (1,651,955)

Other Income/(Expense):
 Other income                                776           6,181
 Interest expense                        (54,954)        (91,575)
                                       ---------       ---------
Total Other Income/(Expense)             (54,178)        (85,394)
                                       ---------       ---------

Net Income/(Loss) Before Taxes          (985,726)     (1,737,349)

Income taxes                                   0               0
                                       ---------       ---------
Net Income/(Loss)                     $ (985,726)    $(1,737,349)
                                       =========       =========

Income/(Loss) Per Share               $    (0.06)    $     (0.12)
                                       =========       =========

Weighted Average Shares Outstanding   16,853,822      14,715,787
                                      ==========      ==========





See accompanying notes to financial statements.
                                                                     -F4-


                          The Kingsley Coach, Inc.
                     Statements of Stockholders' Deficit
                For the years ended June 30, 2003 and 2002



                                          Addit'l                Total
              Shares    Common Treasury   Paid-in   Accumulated  Stockholders'
              Issued    Stock  Stock      Capital   Deficit      Deficit
-------------------------------------------------------------------------------
Balance, June
 30, 2001     8,643,727 $ 86 $      0   $ 1,476,070 $(1,679,516) $  (203,360)

Converted debt
 to stock at
 $0.42 per
 share          590,000    6        0       249,994           0      250,000

Issued shares
 for services
 at $0.30 per
 share        2,080,344   20        0       624,083           0      624,103

Issued shares
 for
 intellectual
 assets at
 $0.08 per
 share        5,000,000   50        0       399,950           0      400,000

Issued shares
 for services
 at $0.08 per
 share          150,000    2        0        11,998           0       12,000

Common shares
 surrendered
 to Treasury          0    0  (14,000)            0           0      (14,000)

Net loss for
 the twelve
 months ended
 June 30, 2002        0             0             0  (1,737,349)  (1,737,349)
               ------------------------------------------------------------
Balance, June
 30, 2002    16,464,071  164  (14,000)    2,762,095  (3,416,865)    (686,606)

Issued shares
 for cash at
 $0.10 per
 share          220,001    2        0        21,998           0       22,000

Issued shares
 for services
 at average
 of $0.15 per
 share          650,000    7        0        97,493           0       97,500

Issued shares
 for sales com-
 mission at
 $0.11 per
 share           50,000    1        0         5,499           0        5,500

Shares
 cancelled
 during year     (1,000)   0        0             0           0            0

Net loss for
 the twelve
 months ended
 June 30, 2003        0    0        0             0    (985,726)    (985,726)
             ---------------------------------------------------------------
Balance, June
 30, 2003    17,383,072 $174 $(14,000)  $ 2,887,085 $(4,402,591) $(1,529,332)
             ===============================================================




See accompanying notes to financial statements.


                                                                     -F5-



                        The Kingsley Coach, Inc.
                        Statements of Cash Flows
               For the years ended June 30, 2003 and 2002




                                                 2003           2002
                                            ----------------------------

Cash Flows Provided by/(Used for)
 Operating Activities
 Net Income/(Loss)                          $ (985,726)    $(1,737,349)
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
  Depreciation and amortization                163,932         111,823
  Provision for doubtful accounts               16,190         221,757
  Issued stock for services/expenses            89,500         636,103
  Received treasury stock as contract refund         0         (14,000)
  Decrease (increase) in prepaid expenses       63,017         113,642
  Decrease (increase) in accounts receivable   (10,388)        (67,285)
  Decrease (increase) in inventory              54,646          10,298
  Increase (decrease) in accounts payable      755,658          (9,085)
  Increase in other current liabilities        326,582         186,217
  Increase (decrease)in customer deposits     (411,570)        640,430
                                              --------       ---------
  Net Cash Provided by/(used for) Operating
   Activities                                   61,841          92,551

Cash Flows Provided by/(Used for) Investing
 Activities
 Acquisition of property and equipment               0          (1,395)
 Proceeds from sale of demo                    118,687               0
                                              --------       ---------
  Net Cash Used for Investing Activities       118,687          (1,395)

Cash Flows Provided by/(Used for) Financing
 Activities
 Issued stock for cash                          10,000               0
 Principal increase (decrease) on notes
  payable                                      224,000         348,181
 Principal payments/reductions                (499,259)       (349,239)
                                              --------        --------
  Net Cash Provided by (Used for)
   Financing Activities                       (265,259)         (1,058)
                                              --------        --------
Net Increase/(Decrease) in Cash                (84,731)         90,098

Beginning Cash Balance                          84,731          (5,367)
                                              --------        --------
Ending Cash (bank overdraft) Balance        $        0     $    84,731
                                              ========        ========


Supplemental Disclosures
      Interest paid                         $   52,358     $   221,757
      Income taxes paid                              0               0
      Stock issued for assets                   12,000         400,000
      Stock issued for liabilities                   0         250,000


See accompanying notes to financial statements.

                                                                     -F6-


                           The Kingsley Coach, Inc.
                        Notes to Financial Statements
                                June 30, 2003


Note 1    Organization and Summary of Significant Accounting Policies

          (a)  Organization

          The Kingsley Coach, Inc., ("Company"), a Delaware corporation, is a
          manufacturer of customized luxury recreational and commercial
          vehicles known as The Kingsley Coach.  The Company's manufacturing
          takes place in Middleburg, Pennsylvania and in Ramsey, Minnesota.
          Marketing, through trade magazine or via the Internet, is not
          limited to any specific geographic location.

          The financial statements of the Company have been prepared in
          accordance with U. S. generally accepted accounting principles.  The
          following summarizes the more significant of such policies:

          (b)  Income Taxes

          The Company has adopted the provisions of Statement of Financial
          Accounting Standards No. 109 [the Statement], "Accounting for Income
          Taxes."  The Statement requires an asset and liability approach for
          financial accounting and reporting for income taxes, and the
          recognition of deferred tax assets and liabilities for the temporary
          differences between the financial reporting basis and tax basis of
          the Company's assets and liabilities at enacted tax rates
          expected to be in effect when such amounts are realized or settled.

          (c)  Net Income or Loss Per Common Share

          Net loss or income per common share is based on the weighted-average
          number of shares outstanding.  In accordance with Financial
          Accounting Standards No. 128, "Earnings Per Share," basic loss per
          common share is computed using the weighted average number of common
          shares outstanding.  Diluted earnings per share is computed using
          weighted average number of common shares plus dilutive common share
          equivalents outstanding during the period using the treasury stock
          method.  Common stock equivalents were not included in the
          computation of loss per share for the period presented because their
          inclusion would be antidilutive.

          (d)  Statement of Cash Flows

          For purposes of the statements of cash flows, the Company considers
          cash on deposit in banks to be cash.  The Company had a cash balance
          of $0 at June 30, 2003.

          (e)  Use of Estimates in Preparation of Financial Statements

          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.
          Actual results could differ from those estimates.


                                                                     F-7


Note 1    Organization and Summary of Significant Accounting Policies
          [continued]

          (f)  Property and Equipment

          Property and equipment are stated at cost.  Depreciation is provided
          using the straight-line and the declining balance method over the
          useful lives of the related assets.  Expenditures for maintenance and
          repairs are charged to expense as incurred.

          (g)  Inventory

          Inventory consists of parts, work-in-process, and finished units.
          Inventory is valued at the lower of cost or market using the first-in
          first-out (FIFO) costing method.

          (h)  Revenue recognition/accounts receivable/deferred revenue

          The Company recognizes revenues in accordance with the Securities and
          Exchange Commission Staff Accounting Bulletin (SAB) number 101,
          "Revenue Recognition in Financial Statements."  SAB 101 clarifies
          application of U. S. generally accepted accounting principles to
          revenue transactions.  The Company recognizes revenue on vehicle
          sales upon delivery of the product to the customer.  Any additional
          obligations related to the product, such as service agreements, are
          negotiated under a separate contract; revenue on these items is
          recognized over the period of service as commitments are satisfied.
          The Company records an account receivable for revenue earned but net
          yet collected.  An allowance for bad debt has been provided based on
          estimated losses.  For revenue received in advance of services,
          the Company records a current liability classified as either deferred
          revenue or customer deposits.

          (i)  Impairment of Long-Lived Assets

          The Company reviews long-lived assets, at least annually, to determine
          if impairment has occurred and whether the economic benefit of the
          asset (fair value for assets to be used and fair value less disposal
          costs for assets to be disposed of) is expected to be less than the
          carrying value. Triggering events, which signal further analysis,
          consist of a significant decrease in the asset's market value, a
          substantial change in the use of an asset, a significant physical
          change in the asset, a significant change in the legal or business
          climate that could affect the asset, an accumulation of costs
          significantly in excess of the amount originally expected to acquire
          or construct the asset, or a history of losses that imply continued
          losses associated with assets used to generate revenue.  The Company
          made no adjustment to long-lived assets for impairment through June
          30, 2003.


Note 2    LIQUIDITY

          The Company has accumulated losses through June 30, 2003 amounting
          to $4,402,591, and has a net working capital deficiency of $1,936,005
          at June 30, 2003.  These factors raise substantial doubt about the
          Company's ability to continue as a going concern.

          Management believes that it has improved its productivity since
          June 30, 2002.  Further, the Company believes that standard product
          design and methods and expanded product resources will permit
          increased productivity in future years.

          The Company has issued shares of common stock for services of a
          professional firm which continues to assist in developing and
          marketing its product.  Management plans may include additional
          issuances of shares of common stock for production capital.  The
          financial statements do not include any adjustments that might
          result from the outcome of this uncertainty.


                                                                     -F8-

Note 3    INCOME TAXES

          No provision has been made in the financial statements for income
          taxes because the Company has accumulated substantial losses from
          operations in prior years, against which it intends to offset future
          earnings.

          The tax effects of temporary differences that give rise to significant
          portions of the deferred tax asset at June 30, 2003 have no impact on
          the financial position of the Company.  A valuation allowance is
          provided when it is more likely than not that some portion of the
          deferred tax asset will not be realized.  Because of the lack of
          taxable earnings history, the Company has established a valuation
          allowance for all future deductible temporary differences.


 Deferred tax assets                      Balance       Tax             Rate
-----------------------------------------------------------------------------
Loss carryforward(expires through 2023) $3,519,884   $1,196,761        34%

Valuation allowance                                 ($1,196,761)
                                                      ---------
Deferred tax asset                                   $        0
                                                      =========



          The valuation allowance has increased $335,147 from $861,614 in the
          prior year.


Note 4    RELATED PARTY TRANSACTIONS/STOCKHOLDER LOANS

          During the year ended June 30, 2002, an officer of the Company
          obtained a loan on behalf of the Company of $235,000. $50,000 of the
          loan was used to satisfy a pre-existing related party loan of the
          Company.  The remaining $185,000 was used as operating capital.  The
          loan agreement provides for monthly payments to a bank of $7,000,
          including interest at 5.25% until paid in full.  The balance due on
          this loan as of June 30, 2003 is $136,171.  Another stockholder has
          advanced $24,000 to the Company in the form of a loan payable on
          demand and bearing interest at 8%.


Note 5    CUSTOMER DEPOSITS

          When a customer signs a contract to have the Company manufacture a
          Kingsley Coach ("Coach"), a deposit or down payment is required of
          the customer.  The amount of deposit varies based on the terms of
          the contract.  The Company treats these deposits as unearned revenue
          until the Coach is delivered to the customer.  At June 30, 2003,
          deposits had been collected on ten Coaches in various stages of
          completion.


Note 6    PREFERRED STOCK

          The Company's Certificate of Incorporation authorizes the issuance
          of 5,000,000 shares of $.0001 par value preferred stock.  The Board
          of Directors may issue the shares in series and may designate the
          powers, preferences and rights of such shares by resolution, without
          the vote of stockholders.  No shares are issued and outstanding as
          of June 30, 2003.

Note 7    ISSUANCE OF STOCK

          In prior years the Company received advances from related individuals
          which were used to fund operations.  These advances are summarized
          below.  In July 2001, the Company retired these notes by issuing
          shares of common stock to the note holders:


                                                                     -F9-

Note 7    ISSUANCE OF STOCK [continued]


Related                                    Amount    Number of shares
Party                                      advanced  issued in July
-------------------------------------------------------------------------------
Shareholder advance, 6% interest,
 due July and August 2001.                $ 50,000     125,000

Shareholder advance assumed,
 non-interest, due on demand              $200,000     465,000
                                           -------------------
                                          $250,000     590,000
                                           ===================

          In July 2001, the Company issued 2,080,344 shares of common stock
          to consultants and professionals for services.  Options to purchase
          2,000,000 shares of common stock were also issued to consultants.
          These options allowed the grantee the ability to purchase the shares
          at the greater of $.15 or 50% of the average closing bid for the
          common stock for the five days preceding exercise through August 30,
          2001.  None of these options were exercised and have expired.  Most
          of the shares issued in July 2001 and the shares underlying the
          options were registered for resale on Form SB-2 with the Securities
          and Exchange Commission.

          On October 26, 2001 the Company acquired intellectual property from
          a related party through the issuance of 5,000,000 shares of common
          stock. The property was valued at $400,000, which represented the
          market value of the common stock on that date.

          On November 2, 2001, the Company issued 150,000 shares of common
          stock to an individual for services. These shares were valued at
          $0.08 per share, or $12,000, which approximated the market value of
          the shares on the date of the transaction.

          In November of 2002, the Company issued 160,000 shares to a
          consultant for services valued at $0.17 per share, or $27,200.  In
          March of 2003, 150,000 shares of common stock were issued to an
          individual at a market value of $0.18 per share for services to be
          performed over a period of six to eight months.  50,000 shares of
          common stock were issued to another consultant for services rendered
          in March, 2003, valued at $0.17 per share.  In May of 2003, 290,000
          shares of common stock were issued to a consultant for services
          valued at $0.12 per share.

          On January 30, 2003, 50,000 shares of common stock were issued to an
          individual as a commission on the sale of a Kingsley Coach.  The
          issuance was recorded at the market value of $0.11 per share

          In April 2003, 220,001 shares of common stock were issued to an
          investor at $0.10 per share.  The Company received cash of $10,000
          and has recorded subscriptions receivable for the remaining $12,000.

          During the year the Company cancelled 1,000 shares of common stock
          which were returned to the Company as part of a legal settlement
          with two individuals.






                                                                     -F10-


Note 8    PROPERTY AND INTANGIBLES

          The major classes of assets as of the balance sheet date are as
          follows:

                                             Accumulated     Net
          Asset Class            Cost        Depr/Amort      Book   Method/Life
          ---------------------------------------------------------------------
          Furniture            $    2,473     $ (1,612)    $    861   MACRS/7
          Electronic Equipment      8,818       (7,495)       1,323   MACRS/5
          Tools                    98,033      (95,751)       2,282   MACRS/5
          Leasehold Improvements    2,357         (212)       2,145   SL/39
          Demonstrator Units      284,433      (71,108)     213,325   SL/12
          Intangible property     647,140     (140,906)     506,234   Per unit
                                -----------------------------------    prod
           Total               $1,043,254     ($317,084)   $726,170
                                ===================================


          Depreciation and amortization expense was $163,932 and $111,823, for
          the years ended June 30, 2003 and 2002, respectively.


Note 9    PLANT LEASE

          Until July 2002 the Company leased its production facility in
          Middleburg, Pennsylvania, in a plant that is shared by a subcontractor
          who participated in the production of Kingsley Coaches.  In July 2002
          the Company vacated this facility and acquired a new facility, also in
          Middleburg, which is independent of the subcontractor.  The lease for
          the new facility (approximately 20,000 square feet) has a term of 3
          years, and has a base monthly rent of $3,800 per month.

          Beginning in October 2002, the Company leased a 26,000 square foot
          production facility in Ramsey, Minnesota. The Ramsey facility is
          used for engineering and design, as well as for a portion of our
          fabrication activities.  The monthly rental is $4,500 for a three
          year term through 2005; either party may cancel the lease on 30 days
          prior notice.  Rent expense for the years ended June 30, 2003 and
          2002 was $99,950 and 69,637, respectively.


Note 10   NOTES PAYABLE

          A spouse of a director of the Company has purchased several Kingsley
          Coaches.  In 1998, he sold two back to the Company in exchange for a
          note.  In December 2002, one of the Kingsleys was sold and the note
          payable was reduced.  The remaining portion of the note, dated May
          1, 1998, bears interest at 9% and has a monthly payment of $3,600.


                                                                     -F11-


          The balance due as of June 30, 2003, is $170,558.  The remaining
          Kingsley Coach is still owned by the Company as of June 30, 2003, is
          being used as a demonstrator model, and is available for sale.

          The Company has a note payable to a finance company related to the
          purchase of inventory.  The terms require monthly payments of
          $2,164, for 60 months, through June 2005.  The effective interest
          rate on this note is approximately 14.5%.  The total due as of June
          30, 2003, is $44,812.

          In December of 2002, the Company negotiated a loan from a current
          supplier of fabricated Kingsley bodies in the amount of $200,000.
          The Company is repaying the loan at the rate of $5,000 per body
          acquired from the supplier until the balance is paid in full.
          During the fiscal year ended June 30, 2003, the Company made
          payments of $35,000 towards the loan.

          The Company has recorded a note payable to a former director.  As
          of June 30, 2003 the note has a balance of $97,953, bears no
          interest and is payable at a rate of $1,000 per month.

          Scheduled maturities on these notes plus the related party notes
          described in Note 4 are as follows:


                         Year Ending June 30:      Amount
                         --------------------     ---------
                                         2004     $ 173,054
                                         2005       156,861
                                         2006        87,639
                                         2007        84,046
                          2008 and thereafter       136,894
                                                   --------
                                                 $  638,494
                                                   ========


Note 11   INVENTORY

          As of June 30, 2003, inventory consists of parts, work-in-process,
          and finished units.  Most parts are purchased and charged to
          specific jobs.  However, other items are purchased in bulk and can
          be used on all Kingsleys.  As of June 30, 2003, cost of parts
          approximates market value and no adjustment has been recorded.
          Work-in-process inventory consists of several Kingsleys at various
          stages of production.  There are currently no finished units except
          for one demonstrator Kingsley which is now being depreciated on a
          straight line basis over twelve years and is available for
          sale.  The net book value of the demonstrators is included with
          property.  Depreciation for the fiscal year ended June 30, 2003 was
          $23,703.  Total inventory as of June 30, 2003 is as follows:


                     Parts inventory                $ 151,000
                     Work-in-process                  377,900
                     Finished units                         0
                                                     --------
                                                     $528,900
                                                     ========


                                                                     -F12-


Note 12   LEGAL CONTINGENCIES

          The Company is involved in various claims and legal actions arising
          in the ordinary course of business.  In the opinion of management
          and legal counsel, the ultimate disposition of these matters will
          not have a material adverse effect on the Company's financial
          position.


Note 13   PREPAID EXPENSES/RELATED PARTY RECEIVABLE/TREASURY STOCK

          In May of 1999, the Company entered into a management services
          agreement with DRK, which is owned by two of the directors of the
          Company.  The  agreement was modified in February 2003.  Pursuant
          to this at-will agreement, DRK provides to the Company the services
          of a group of individuals who have been directly involved in the
          research, development, design, engineering, sales and manufacture
          of Kingsley Coaches since inception.

          The Company issued 1,000,000 shares of restricted common stock for
          partial payment of this agreement. The value of the issued shares
          was calculated at a discounted price of approximately $0.38 per
          share or $378,102.  The management agreement initially allowed for
          the 1,000,000 common shares to revert back to the treasury of the
          Company if performance goals were not met over the five year period
          beginning July 1, 2000.  In 2001 the Company waived DRK's obligation
          to surrender 100,000 shares in exchange for waiver of a $168,123 debt
          from the Company to DRK.  At the end of fiscal 2002, 200,000 shares
          were surrendered by DRK to the Company.  The surrendered shares have
          been recorded as treasury stock valued at $14,000 or $0.07 per share.
          In February 2003 the Company waived the performance goals in exchange
          for DRK's agreement to modify the payment terms.

          Prepaid expenses as of June 30, 2003, consist of management fees
          valued at $116,793.  To allocate the cost of the management service
          over the contract period, the Company amortizes the expense on a
          straight line basis at approximately $5,251 per month.  The Company
          amortized $63,017 in each of the years ending June 30, 2003 and 2002.
          An additional $27,000 of prepaid expense was incurred when the
          Company issued stock to a professional in March of 2003 covering a
          six to eight month service period.  The Company has amortized half of
          this amount and deferred the remaining $13,500 to the first half of
          the new fiscal year.

          Pursuant to the management agreement the Company paid approximately
          $434,669 to DRK for management fees during the year ended June 30,
          2003.  As of June 30, 2003 the Company recorded a liability to DRK of
          $134,792.  The liability bears no interest and is payable on demand.


Note 14   PURCHASE AGREEMENT

          On December 28, 1999, the Company signed a purchase agreement with
          a trucking company which paid to the Company a deposit of $300,000
          ($6,000 for 50 units).  The Company agreed to reserve order slots
          for production of Kingsley Coaches over an original eighteen (18)
          month period.  That period has been extended due to slower than
          anticipated scheduling.  The agreement is renewable by mutual
          consent.  The current deposit balance is $269,000.


Note 15   LINE OF CREDIT

          The Company entered into an Agreement for Wholesale Financing on
          November 1, 1999, with a financial services corporation.  The
          original terms allowed the Company up to $500,000 of credit, to
          purchase inventory from approved vendors and "for other purposes."
          Advances were secured by the inventory and/or components financed.
          Further, the President of the Company  signed a personal guaranty
          to the Agreement.   The line of credit was cancelled in 2002.  The
          balance due on the Agreement as of June 30, 2003 was $71,271 with
          interest rates of 12% to 13.5%.  The balance is payable upon the
          sale of each unit financed under the agreement.

                                                                     -F13-






Note 16   STOCK OPTIONS

          The Company has adopted only the disclosure provisions of FASB 123
          (Accounting for Stock Based Compensation) and applies APB Opinion
          25 (Accounting for Stock Issued to Employees) to stock options.

          In October of 2000, the Board of Directors issued to each of its
          members a five year option to purchase 75,000 shares of the
          Company's common stock, for a total of 300,000 shares.  The
          options are exercisable at an average price of $.95 per share.
          The weighted average remaining life is approximately 27 months.
          All options are currently exercisable.  The market price on the
          date of grant was $.56.

          Compensation cost for stock options is measured as the excess, if
          any, of the estimated fair market value of the Company's stock at
          the date of grant over the amount the recipient must pay to
          acquire the stock. Unearned compensation, which is recorded as a
          separate component of stockholders' equity, as a result of
          compensatory stock options is generally amortized to expense over
          the vesting periods of the underlying stock options.  Unearned
          compensation represents the intrinsic value of stock options
          granted but not yet vested. The Company has no unearned
          compensation as of June 30, 2003.


Note 17   SUBSEQUENT EVENTS

          Subsequent to June 30, 2003, the Company received vendor invoices
          in the amount of $297,921 for inventory sold prior to June 30,
          2003.  These invoices were part of a new financing arrangement
          with an existing supplier and were thus previously overlooked and
          unrecorded.  These invoices are due and payable as of June 30,
          2003.  Adjustments have been made to the accompanying financial
          statements to reflect this event.

                                                                     F-14

                                  SIGNATURES

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

                                  The Kingsley Coach, Inc.


                                  By: /s/ Ralph Dickenson
                                  ----------------------------------------
                                  Ralph Dickenson, Chief Executive Officer

      In accordance with the Exchange Act, this Report has been signed below
on October 8, 2003 by the following persons, on behalf of the Registrant and
in the capacities and on the dates indicated.


/s/Ralph Dickenson
--------------------------
Ralph Dickenson, Director
Chief Executive Officer,
Chief Accounting Officer


/s/ Catherine Rimes
--------------------------
Catherine Rimes, Director

/s/ George O.R. Carlson
--------------------------
George O.R. Carlson,  Director

--------------------------
Verdo Lancaster, Director

--------------------------
James Whitehead, Director



                    *       *       *       *       *

                             EXHIBIT  10-a(1)

                             MODIFICATION OF
                       MANAGEMENT SERVICES AGREEMENT

      AGREEMENT made this 20th day of February, 2003 between The Kingsley
Coach, Inc. ("Kingsley") and DRK, Inc. ("Manager").

      WHEREAS, Kingsley and Manager are parties to a Management Services
Agreement dated May 7, 1999 (the "MSA"); and

      WHEREAS, Kingsley and Manager wish to modify the MSA on the terms set
forth herein.

      NOW, THEREFORE, it is agreed:

      A.  Management Services.  Section 1 of the MSA is hereby eliminated.
      In lieu thereof, the following will be Section 1 of the MSA:

      Manager will provide management, design, development and operational
      services, as requested by Kingsley.  All personnel provided by Manager
      to complete these services will be subject to the approval of Kingsley,
      which shall not be unreasonably withheld.  Unless otherwise agreed by
      Kingsley with respect to specific individuals, each individual provided
      by Manager will devote his or her entire productive time, ability and
      attention to the business of Kingsley, and shall perform all assigned
      duties in a professional, ethical and businesslike manner, the assurance
      of which is Manager's responsibility.

      B.  Term.  Section 2 of the MSA is hereby eliminated.  In lieu thereof,
      the following will be Section 2 of the MSA.

      The Term of this Agreement shall commence on May 10, 1999 and shall
      continue until terminated by either party.  Either party may terminate
      this Agreement by giving written notice to the other, effective thirty
      (30) days after delivery.

      C.  Payment for Services. The sole compensation to Manager for services
      after this date is set forth in Section 4A of the MSA.  Section 4B of the
      MSA is hereby eliminated.  Section 4C of the MSA is hereby modified to
      eliminate the transfer and ownership restrictions set forth therein, it
      being acknowledged that DRK has provided sufficient services and financial
      concessions to date to warrant full title to the shares described in
      Section 4C.

      D.  Financial Policies.  Section 9 of the MSA is hereby eliminated.


      IN WITNESS WHEREOF, the parties have executed this Agreement.

The Kingsley Coach, Inc.                 DRK, Inc.

By:/s/Ralph Dickenson                    By:/s/Jeannie Michels
--------------------------               --------------------------
Ralph Dickenson, President               Jeannie Michels, Secretary



                     *       *       *       *       *

                  EXHIBIT 31: Rule 13a-14(a) Certification

I, Ralph Dickenson, certify that:

      1.  I have reviewed this annual report on Form 10-KSB of The Kingsley
Coach, Inc.;

      2.  Based on my knowledge, this  report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

      3.   Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this  report;

      4.  The small business issuer's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business
issuer and have:

      a)  Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this  report is being
prepared;

      b)  Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

      c) Disclosed in this report any change in the small business issuer's
internal controls over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

      5.  The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal controls over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

      a)  All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

      b)  Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reporting.


Date: November 14, 2003        /s/ Ralph Dickenson
                               -----------------------------------------
                               Ralph Dickenson, Chief Executive Officer



                       *       *       *       *       *


                    EXHIBIT 32: Rule 13a-14(b) Certification

The undersigned officer certifies that this report fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and
that the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of The Kingsley
Coach, Inc.

A signed original of this written statement required by Section 906 has been
provided The Kingsley Coach, Inc. and will be retained by The Kingsley Coach,
Inc. and furnished to the Securities and Exchange Commission or its staff
upon request.

November 14, 2003              /s/ Ralph Dickenson
                               -----------------------------------------
                               Ralph Dickenson (Chief executive officer)