UNITED STATES
                      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, 2004.

                                     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)

                  25820 7th Street W., Zimmerman, MN 55398
                  ----------------------------------------
                  (Address of principal executive offices)

         Issuer's Telephone Number, including Area Code: 763-856-3733

       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: $ 3,606,392.

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 8, 2004 was $3,974,780.

As of October 8, 2004, the number of shares outstanding of the Registrant's
Common Stock, $.00001 par value, was 32,199,072 shares.  The number of shares
outstanding of the Registrant's Class B Common Stock, $.00001 par value, was
1,000,000 shares.

                  DOCUMENTS INCORPORATED BY REFERENCE: None

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

<PAGE>
Amendment No. 1
---------------

This Amendment is being filed in order to include restated financial
statements, corresponding amendments to "Management's Discussion and
Analysis of Results of Operations and Financial Condition," and
corrections to "Management."


             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:

      * Kingsley Coach has negative working capital and very limited financial
        resources. Until Kingsley Coach remedies its working capital
        situation, its ability to fund growth will be limited.  This situation
        will limit the ability of Kingsley Coach to take advantage of
        the economies of scale that are crucial to significant profitability.

      * Kingsley Coach has had poor financial results in the past three
        fiscal years and has incurred substantial losses.  Although many
        factors have contributed to this situation, the primary cause of the
        situation has been Kingsley Coach's inability to fund production at
        a rate sufficient for Kingsley Coach to be profitable.  It is not
        certain that the recent infusion of capital into Kingsley Coach will
        be sufficient to assure profitable operations.

      * Kingsley Coach's business plan depends to a large extent upon its
        success in marketing its new standardized "Kruiser" model. Since
        marketing of the Kruiser was only initiated within the past year, we
        do not yet know how successful the product will be.  If we are not
        able to market the Kruiser effectively, our financial results will
        be adversely affected.

      * Kingsley Coach has only one executive officer employed full-time,
        its President.  Until Kingsley Coach is able to attract additional
        senior management personnel, it  will depend on its President alone
        for its executive decision-making.

     Because these and other risks may cause Kingsley Coach'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.


<PAGE>
                                     PART 1

Item 1.  Business

     The Kingsley Coach

     Kingsley Coach 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."


                                    -1-

<PAGE>

     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 " thick.  The floor and the roof are double-rein
        forced.

     *  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 signifi
        cantly.  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 loading lift (patent
        pending) enables you to carry any manner of cargo in the rear
        compartment - be it motorcycles, snowmobiles, or ATVs.

     Recreational Vehicles

     We have been selling the Kingsley Coach as a recreational vehicle since
1996.  Until 2004, however, we custom-made all of our vehicles, sometimes
using the customer's own truck.  Early in 2004 we introduced our "Kruiser"
model, which is a fully-standardized vehicle produced in assembly-line fashion
at our facility in Minnesota.   Because of the standardization, we are able to
purchase components for the Kruiser in bulk, thereby reducing materials cost
substantially.  In addition,  the production of a Kruiser requires approximately
25% of the man-hours we devote to manufacturing a customized Camelot model,
permitting us far greater flexibility in pricing.

                                    -2-
<PAGE>

     Our line of recreational vehicles today consists of the following
Camelot (custom) models and the Kruiser:

     Camelot Excalibur - 40' Model.  This coach, offering 300 square feet of
living space fully expanded, is our base model in the Camelot line.  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 stan
dards 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 luxurious,
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 who desire a customized vehicle, but whose buying decisions are more
price-sensitive or who are simply more comfortable in a less-imposing vehicle.

     Kruiser.  The Kruiser incorporates all of the power, stability and
comfort of our customized Camelot models in a vehicle adapted to assembly-line
production.  Customers are able to personalize their Kruisers through a choice
of four interior designs and an array of paint options.  However, because of
the efficiencies build into our production of the Kruiser, we are able to
offer it as a relatively low-cost vehicle that will appeal to a broad market,
but a vehicle that should generate relatively high margins for Kingsley Coach

     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 two years we have established our Medical Coach as a distinct and growing
product line.
                                    -3-

<PAGE>

     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
several 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

     We have recently entered into a third market - emergency response
vehicles. As governments throughout our country, in response to 9/11, imple
ment 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.  For this reason, until we increase our capital resources
considerably, our participation in this market will be limited.


     Our first contract for an emergency response vehicle was awarded in June
2004 by the Department of State Police of the State of Maryland.  We are now
manufacturing for the Department a Kingsley Mobile Command Center, designed to
carry multiple communications systems safely into a disaster environment.  The
unit will incorporate highly sophisticated computers, electronics and state-
of-the-art technology, including two 60' masts for satellite communications,
permitting the operators of the Mobile Command Center to monitor and manage
communications among federal, state and local emergency agencies and person
nel.  The unit is scheduled for delivery in June 2005.  The contract price for
the unit is $1,150,000.

     Specialized Applications

     The same characteristics that make the Kingsley Coach attractive in the
vacation, mobile medical and emergency response markets make it suitable for
use in a wide variety of specialized applications.  By way of examples, we
have already designed Kingsley Coaches for use by:

                                    -4-
<PAGE>

     - Sports Teams.  Within a single Kingsley Coach, we can provide sleep
       ing space for 27, as well as room for the athletes to sit and stretch
       their legs.  While this may not provide the pampering that an NBA
       team may expect, the comfort and luxury of a Kingsley Coach is a
       significant step up from the traditional bus for a traveling Arena
       Football team or a college soccer club, without a significant step up
       in price.  To date, we have sold six Kingsley Coaches outfitted for
       sports teams.  We currently have two sports orders in our backlog,
       including an order by the Bossier-Shreveport Mudbugs of the Central
       Hockey League.  The vehicle we are manufacturing for the Mudbugs
       sleeps 24, and provides a full range of amenities, including flip-
       down plasma screen televisions.

     - Snowbirds.  Recently we built a Kingsley Coach that combines a
       passenger compartment with an auto carrier.  Our customer intends to
       market the vehicle as an alternative to the "Autotrain" that Amtrak
       runs between Washington D.C. and Florida.  Up to thirteen passengers
       will travel in quiet comfort in the Kingsley Coach while their cars
       (up to six) will be hauled in the rear portion of the vehicle.

     - Equestrian Teams.  How do you get the horses to the meet in relative
       calm?  Put them in a powerful, stable Kingsley Coach.  The horses and
       the riders arrive, rested and ready.

     Proprietary Technology

     The quality of our vehicles depends, for the most part, on the know-how
accumulated by our staff during many years of experience in vehicle manufac
turing.  We do, however, incorporate in our vehicles certain patented or
proprietary technology that enhances the uniqueness of our Kingsley Coach.

     We have filed a patent application covering the electronic mechanism
that enables the garage/storage compartment in the rear of our vehicle to be
easily lowered and raised.  This represents a significant improvement over the
inclined ramps commonly used, as loading at ground level is easier.  In
addition, the new mechanism permits loading to be accomplished in a smaller
area than the ramp, which generally requires clearance in back of the vehicle.

     We also have an exclusive license to use the technology involved in
manufacturing our combined passenger vehicle/auto carrier.  The owner of that
technology has filed a patent application covering some of that technology.

     One of the more important items of proprietary technology that we
incorporate into our recreational vehicles is a system through which gray
water from the showers, sinks and washer in a recreational vehicle can be used
for the toilet function.  This system reduces the demand for fresh water in
the vehicle, making the storage systems more efficient.

     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.

     The bodies for our RVs are manufactured by Thor America, one of Amer
ica's leading producers of Rvs.  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 fabrica
tion 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.

     No single customer accounted for more than 10% of the Company's sales
during the years ended June 30, 2004, 2003 or 2002.

                                    -5-
<PAGE>

     Backlog

     On October 5, 2004 the Company's backlog was 10 units, representing
$3,663,500 in potential sales.  On October 5, 2003, the backlog was 11 units
($2,481,000 in potential sales).  The increase in the dollar value of backlog
reflects our efforts to increase the per unit prices for our vehicles.

     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, we were still developing our vehicles.  Accordingly,
research and development until that time represented nearly 30% of sales.
From the 2001 fiscal year through 2003 we were marketing the products
previously developed.  Accordingly, our research and development expense was
reduced to $123,400 during the year ended June 30, 2003 and $92,500 during the
year ended June 30, 2002.  During fiscal 2004, as we developed the Kruiser,
our research and development expense increased again to $204,000.

     Employees

     We currently employ 39 individuals on a full-time basis. 7 are employed
in administrative positions, 2 in sales and marketing positions, and 30 in
production.  None of our employees are members of a union.  We believe that
our relations with our employees are good.

Item 2.  Properties

     Our executive offices and production facilities are located in a 20,000
square foot facility in Zimmerman, Minnesota.  We pay a monthly rental of
$3,500.  We rent the premises on an at-will month-to-month basis.

     We also lease a 10,000 square foot facility in Middleburg, Pennsylvania,
near the Thor America manufacturing plant.  The Pennsylvania facility is
primarily dedicated to finishing bodies, although we have the capability of
completing an entire RV there, if we exceed capacity in Zimmerman.

                                    -6-
<PAGE>

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

September 30, 2003   $  .30         $   .13
December 31, 2003    $  .19         $   .09
March 31, 2004       $  .16         $   .09
June 30, 2004        $  .20         $   .12


     (b) Shareholders

Our shareholders list contains the names of 474 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.
                                    -7-
<PAGE>

     (d) Sale of Unregistered Securities

     In April 2004 Kingsley Coach sold 500,000 shares of common stock to John
Thompson for $50,000 cash.  The sale was exempt pursuant to Section 4(2) of
the Act since the sale was not made in a public offering and was made to an
individual who had access to detailed information about Kingsley Coach and was
acquiring the shares for his own account.  There were no underwriters.

     In April 2004 Kingsley Coach sold 3,000,000 shares of common stock to
Venture Capital Partners, LLC for $405,000 cash.  The sale was exempt pursuant
to Section 4(2) of the Act since the sale was not made in a public offering
and was made to an entity whose principals had access to detailed information
about Kingsley Coach and which was acquiring the shares for its own account.
There were no underwriters.

     In May 2004 Kingsley Coach issued a total of 600,000 shares of common
stock to Business Consulting Group Unlimited in consideration of services to
be rendered by it pursuant to a consulting contract.  The shares were valued
at $.21 per share, the market price on the date the shares were issued. The
issuance was exempt pursuant to Section 4(2) of the Act since the issuance was
not made in a public offering and was made to an entity whose principals had
access to detailed information about Kingsley Coach and which was acquiring
the shares for its own account.  There were no underwriters.

     In June 2004 Kingsley Coach issued a total of 2,000,000 shares of common
stock to Christine Little in consideration of services to be rendered by her
pursuant to a consulting contract.  The shares were valued at $.10 per share,
the market price on the date the shares were issued. The issuance was exempt
pursuant to Section 4(2) of the Act since the issuance was not made in a
public offering and was made to an individual who had access to detailed
information about Kingsley Coach and was acquiring the shares for her own
account.  There were no underwriters.

     (e)  Repurchase of Equity Securities

     The Company did not repurchase any of its equity securities that were
registered under Section 12 of the Securities Exchange Act during the 4th
quarter of fiscal 2004.

     (f) Derivative Securities

     The following securities provide their holders the right to acquire
shares of the Company's common stock:

     Class B Common Stock.  DRK, Inc. holds 1,000,000 shares of Class B
Common Stock issued by the Company.  Each share may be converted by the holder
into one share of common stock.

     Convertible Note.  The Longview Fund holds a Note in the principal
amount of $600,000.  The Fund may convert the principal amount of the Note
into shares of common stock at a conversion price of $.15 (i.e. 4,000,000
shares).  The conversion price will be reduced if Kingsley Coach issues any
common shares for a price less than $.15 per share.

     Warrants.  The Longview Fund hold a warrant to purchase 1,200,000 shares
of common stock at an exercise price of $.20 per share.  The exercise price
will be reduced if Kingsley Coach issues any common shares for a price less
than $.20 per share. The warrant expires in July 2009.

                                    -8-
<PAGE>

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

     Results of Operations

     Kingsley Coach has experienced several years of losses, primarily due to
our inability to fund production at a profitable rate.  During the second half
of fiscal 2004, we obtained approximately $800,000 in capital from the sale
of our common stock.  We committed most of those funds to the purchase of
components for the vehicles in our backlog.  As a result, in the second half of
fiscal 2004 (ending June 30, 2004), we booked $2,507,980 in sales, including
$1,402,980 booked in the 4th Quarter.  This represented a 128% increase in
revenue over the first half of fiscal 2004, and a 57% increase over the second
half of fiscal 2003.  The components of our fiscal 2004 sales were 13 motor
homes and 1 commercial vehicle.  In fiscal 2003 we sold 12 motor homes, 2
commercial vehicles, and 2 medical units.  Since the end of the fiscal 2004
we have received additional capital infusions, and are now operating at a
considerably higher production level than during prior years.  We expect,
therefore, to continue to show growth in sales.

     During fiscal 2004 we realized a total gross margin of $692,789, of
which $551,205 was realized in the second half of the year.  For the second
half of the year our gross margin as a percentage of sales was 22%, compared
to 13% gross margin in the first six months of fiscal 2004.  The increased
margin is the result of the economies that are attendant to increased
production - i.e fixed costs can be spread over a greater number of
production units.  We have also recently improved our margins by retaining
expert consultants who are assisting us in implementing production
efficiencies at our plant.  The combination of the two six months periods
produced a gross margin of 19% for the year ended June 30, 2004, compared
to 16% margin in the year ended June 30, 2003.  We expect our margins to
continue to be superior to those realized in prior years, although, since
we are ramping up production rapidly, we cannot yet accurately predict what
our optimal margin will be.
                                   -9-
<PAGE>

     The improvement in margins in the last six months of fiscal 2004 was
aided by a number of situations that have developed over the past two years:

     *    In the Fall of 2002 we established a capability of finishing RV
          bodies at our facility in Middleburg PA.  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 in
          2002.

     *    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.

     Our general and administrative expense increased from $1,401,102 in
fiscal year 2003 to $1,626,329 in fiscal year 2004.  The primary reason for
the increase was an expense of $195,300 attributable to the fair value of
stock that we issued to the consultants who are assisting us in rebuilding our
company and an expense of $198,000 attributable to stock that we issued to our
employees.  In fiscal year 2003 our expense for stock-based compensation was
only $103,000.  The increase of $290,300 in stock-based compensation expense
exceeded the overall increase in general and administrative expense by
$65,073, reflecting our efforts to operate more efficiently.  We expect that
the efficiency of our operations will continue to increase, particularly in
proportion to revenue, as our production increases.

     Because we only began to realize the benefits of new capital in the
second half of fiscal 2004, our net loss for the year ended June 30, 2004
exceeded our net loss for the year ended June 30, 2003.  Included in the
expenses recorded in the 3rd quarter of fiscal 2004 was the $198,000 expense
for stock issued to our employees.  We issued the shares to reward those who
had remained loyal to our Company during the several years when we did not
have the financial ability to operate profitably, and to provide them an
incentive for the future. Had we not issued those shares, the net loss for
fiscal 2004 would have been approximately equal to the net loss for fiscal
2003.

     Despite the recent infusions of capital, we continue to have negative
working capital.  This limits our production. As a result, until recently we
had no inventory of finished or near-finished products, and were required to
build vehicles only to order.  In March 2004 we produced a demonstration model
of our new Kruiser, which will assist us in marketing the new line.  However,
our lack of finished goods inventory (a) limits our potential customers to
those willing to wait many months for delivery and (b) eliminates our report
able 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.  For that reason, we continue to
investigate opportunities to acquire additional capital, and as funds become
available, we intend to invest in developing an inventory of finished
products.

     The recent introduction of our "Kruiser" model to the market
represents a step towards a proper inventory situation.  The Kruiser is a
fully-standardized unit produced on a very cost-efficient assembly line.
We began production and marketing of the Kruiser in January 2004, and have
received the first orders.   To date, the introduction of the Kruiser to our
product line has not resulted in profitable operations.  There is no certainty
that we will achieve profitable operations, even with the Kruiser in our
catalog.  However, if our marketing program for the Kruiser is successful,
the Kruiser should make a significant contribution to our return to
profitability.
                                    -10-
<PAGE>

Liquidity and Capital Resources

     Kingsley Coach currently has no bank line of credit or other source of
bank financing.  For the most part, we rely on the sale of our common stock
(or derivatives) to fund our growth.  Near the end of December 2002, however,
we entered into a new operational and financial arrangement with our principal
subcontractor.  As part of that arrangement, the vendor loaned us $200,000
interest-free and extended nearly $300,000 in additional credits.  The loan is
now being satisfied by payment of a $10,000 premium on each subassembly that
we purchase from the vendor.

     At June 30, 2004 Kingsley Coach had a working capital deficit of
$(1,466,267), an improvement of $469,738 since June 30, 2003.  The primary
reason for the improvement was our sale of equity during fiscal 2004.  In
addition, we reached payment terms during the year with our principal creditor,
which resulted in the reclassification of a large payable into long-term
debt.  That effect was partially offset, however,  by the fact that we have a
large liability for customer deposits that were received and used in prior
periods. The cash that we received on delivery of new vehicles during fiscal
2004 was 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.  So
the $572,242 increase in customer deposits that we realized during fiscal 2004
was used to fund current operations, thereby increasing our working capital
deficit in that amount.  Until we obtain a credit line or other source of
short-term financing for production, other than the deposits placed by new
customers, it will be difficult for us to remedy our working capital deficit.

     A table is set forth in Note 10 to the Notes to Financial Statements for
the Year Ended June 30, 2005 (Page F-14) setting forth Kingsley Coach's
principal contractual obligations and commercial commitments as of June 30,
2004.

     Throughout our history, our cash flow has been a function of growth.
Until we completed the development of our Camelot model in fiscal 2000, our
operations produced positive cash flow.  When we ramped up production in 2000
to prepare for anticipated Camelot sales,  our operations generated a cash
flow deficit, primarily due to an increase in inventory as well as expenses
attributable to increases in personnel and facilities in anticipation of
Camelot sales.  For the entirety of fiscal 2001, fiscal 2002 and fiscal 2003,
however, our operations produced positive cash.   During fiscal 2004 the
expense of transferring production operations to Minnesota and outfitting an
expanded facility there resulted in negative cash flow.   In fiscal year
2004 we obtained $1,246,435 from our financing activities, and used
$1,154,026 in our operations.  The primary use was a $692,140 reduction in
our accounts payable, largely representing satisfaction of overdue payments
to our vendors, who in turn provided us new inventory.   Our cash flow,
therefore, provided we sustain a minimum level of operations, is essentially
a function of how aggressively we grow.

     In July 2004 Kingsley Coach obtained net proceeds of approximately
$575,000 from the sale of a convertible note and a warrant to an investment
fund.  That event has further stabilized our finances, and permitted increased
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
continues to seek sources of financing to enable the Company to fund the
growth at a rate determined by market demand.

Critical Accounting Policies and Estimates

     In preparing our financial statements we are required to formulate
working policies regarding valuation of our assets and liabilities and to
develop estimates of those values.  In our preparation of the financial
statements for fiscal year 2004, there was only one estimate made which was
(a) subject to a high degree of uncertainty and (b) material to our results.
That was our determination, detailed in Note 3 to the Financial Statements,
that we should record a valuation allowance for the full value of the deferred
tax asset created by our net operating loss carryforward.  The primary reason
for the determination was our lack of certainty as to if and when Kingsley
Coach would commence profitable operations.

     We made no material changes to our critical accounting policies in
connection with the preparation of financial statements for 2004.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition or results of operations.
                                    -11-
<PAGE>

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 14 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, 2004.  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       64  Chairman (CEO, CFO)           1998
     Verdo Lancaster       66  Director, Vice President      1998
     Catherine Dickenson   43  Director                      1998
     James Whitehead       61  Director                      1998
     George O. R. Carlson  63  Director                      2001



     Directors hold office until the annual meeting of the Company's stock
holders 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.

                                   -12-
<PAGE>

     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 Dickenson, 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 Dickenson has been self-employed as a horse rancher since 1998.
From 1994 to 1997, Ms. Dickenson served as President of Brake Alert, Inc., which
was engaged in the business of manufacturing and marketing parts for transpor-
tation equipment.    Ms. Dickenson 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 been co-owner and Manager of Whitehead Business
Trucking Co. for over twelve years.

     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 Dickenson, a member
of our Board of Directors.

     Audit Committee

     The Board of Directors does not have an audit committee financial
expert.  The Board of Directors has not been able to recruit an audit commitee
financial expert to join the Board of Directors because the Company has
only recently achieved a sufficient degree of financial stability to make
service on its Board attractive.
                                    -13-
<PAGE>

     Code of Ethics

     The Company does not have a written code of ethics applicable to its
executive officers.  The Board of Directors has not adopted a written code of
ethics because there are so few members of management.

     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,
2004.

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, 2004, 2003 and 2002.    There were no other executive officers whose total
salary and bonus for the fiscal year ended June 30, 2004 exceeded $100,000.


                                                 Long-Term
                      Compensation              Compensation
                    Year      Salary        Stock Options Granted
 -----------------------------------------------------------------
 Ralph Dickenson    2004      $26,500                -
                    2003      $18,124                -
                    2002      $18,000                -

     Employment Agreements

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

     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, 20043 and those options held by him on June 30, 2004.

                                    -14-
<PAGE>
                   Option Grants in the Last Fiscal Year

                          Percent                                 Potential
                          of total                             realizable value
            Number of     options                                at assumed
            securities    granted to                           annual rates of
            underlying    employees       Exercise             appreciation of
            option        in fiscal       Price     Expiration   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
               unexercised options at fiscal        in-the-money
               unexercised options at fiscal        options at fiscal
               year-end (#) (All exercisable)       year-end ($)
Name
---------------------------------------------------------------------------
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 voting stock as of the date of this prospectus
by the following:

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

     *  Ralph Dickenson;

     *  each of our directors; and

     *  all directors and executive officers as a group.

     There are 32,199,072 shares of our common stock outstanding on the date
of this report.  There are also 1,000,000 shares of our Class B Common Stock
outstanding, each of which is entitled to 20 votes at any meeting of share
holders.  Except as otherwise indicated, we believe that the beneficial owners
of the voting 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 voting 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 "issu
able" shares in the outstanding shares when we compute the percent ownership
of any other person.
                                    -15-
<PAGE>

                       Amount of                   Percent of       Aggregate
Name and Address of    Beneficial Ownership          Class          Percent of
Beneficial Owner (1)   Common   Class B Common   Common   Class B   Voting Power
--------------------------------------------------------------------------------
Ralph Dickenson        75,000(2)          -          0.2%   -            0.1%
Verdo Lancaster     1,497,250(2)          -          4.6%   -            2.9%
Catherine Dickenson   812,949(2)  1,000,000(3)              2.5%       100.0%
                                                           39.9%
James Whitehead       138,995(2)                     0.4%   -            0.3%
George Carlson        720,449     1,000,000(3)       2.2% 100.0%        40.0%

All officers and
 directors as a
 group (5 persons)  2,656,694     1,000,000(3)       8.2% 100.0%        43.4%

Matco, Incorporated 5,000,000             -         15.5%   -            9.6%
4602 230th Court, NW
St. Francis, MN 55070

Longview Fund       3,573,699(4)          -          9.9%   -            6.4%
600 Montgomery St.
San Francisco, CA 94111

John Merkent        2,927,775             -          9.1%   -            5.6%
281 Smith Road
Shirley, NY 11967

Christine Little    2,000,000             -          6.2%   -            3.8%
281 Smith Road
Shirley, NY 11967

Christopher Benz    1,770,000             -          5.5%   -            3.4%
29 Beacon Hill Drive
Chester, NJ 07930

John A. Thompson    1,700,000(5)          -          5.3%   -            3.3%
217 John Mowry Road
Smithfield, RI 02917

DRK, Inc.             587,949     1,000,000          1.8% 100.0%        39.4%
3118 162nd Lane
Andover, MN 55304
______________________________
                                    -16-
<PAGE>

(1)  The address of each shareholder, unless otherwise noted, is c/o The
     Kingsley Coach, Inc., 25820 7th St. W, Zimmerman, MN 55398.
(2)  DRK, Inc. is a Minnesota corporation.  Catherine Dickenson 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.
(4)  Represents 3,573,699 shares issuable upon conversion of a Convertible
     Note and 0 shares issuable upon exercise of a Warrant held by the
     Longview Fund.  Conversion and exercise are limited by the terms of
     those instruments to 9.99% of the Company's outstanding shares.  Without
     application of that limit, 4,000,000 shares would be issuable upon
     conversion of the Convertible Note and 1,200,000 shares would be
     issuable upon exercise of the Warrant.
(5)  Includes 200,000 shares held by Mr. Thompson jointly with his spouse.

Equity Compensation Plan Information

     The information set forth in the table below regarding equity compensa
tion plans (which include individual compensation arrangements) was determined
as of June 30, 2004.



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

Equity compensation plans
not approved by security
holders*..........                  0                --            347,000
                            ----------------------------------------------
Total..............                 0                --            347,000
                            ==============================================

*    Our Board of Directors has adopted two equity compensation plans without
     shareholder approval under which shares remain available for issuance.
     The 2003 Equity Incentive Plan, under which 250,000 shares remain
     available for issuance, permits the Board to award to employees,
     directors or consultants (other than consultants whose services to
     Kingsley Coach are related to capital-raising transactions) stock,
     restricted stock, stock options or performance shares.  The 2003 Key
     Personnel Stock Grant Plan, under which 97,000 shares remain available
     for issuance, permits the Board to grant shares of common stock to
     employees, directors or consultants.

                                    -17-
<PAGE>

Item 12.  Certain Relationships and Related Transactions

     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%.  The
balance due at June 30, 2004 was $107,331.

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

     (a) Financial Statements

     Independent Auditors Report

     Balance Sheet - June 30, 2004

     Statement of Operations for the years ended June 30, 2004 and June
      30, 2003

     Statement of Stockholders Deficit for the years ended June 30, 2004
      and June 30, 2003

     Statement of Cash Flows for the year ended June 30, 2004 and June 30,
      2003

     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.
                                    -18-
<PAGE>

     10-d  Convertible Note dated July 21, 2004 issued by The Kingsley Coach,
           Inc. to Longview Fund LP - filed as an exhibit to the Current
           Report on Form 8-K dated July 21, 2004 and incorporated herein by
           reference.

     10-e  Common Stock Purchase Warrant dated July 21, 2004 issued by The
           Kingsley Coach, Inc. to Longview Fund LP - filed as an exhibit to
           the Current Report on Form 8-K dated July 21, 2004 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, 2004.
                                    -19-
<PAGE>

Item 14 Principal Accountant Fees and Services

     Audit Fees

     Mantyla McReynolds billed $33,475 to the Company for professional
services rendered for the audit of our 2004 financial statements and review of
the financial statements included in our reports on Form 10-QSB for the first
three quarters of fiscal 2004.  Mantyla McReynolds billed $28,456 to the
Company for professional services rendered for the audit of our 2003 financial
statements and review of the financial statements included in our reports on
Form 10-QSB for the first three quarters of fiscal 2003.


  Audit-Related Fees

  Mantyla McReynolds billed $0 to the Company in 2004 and 2003 for
assurance and related services that are reasonably related to the performance
of the 2004 and 2003 audit or review of the quarterly financial statements.

  Tax Fees

  Mantyla McReynolds billed to the Company $2,761 in fiscal 2004 and
$2,609 in fiscal 2004 for professional services rendered for tax compliance,
tax advice and tax planning.

  All Other Fees

  Mantyla McReynolds billed $0 to the Company in 2004 and 2003 for
services not described above.

   It is the policy of the Company's Board of Directors that all services
other than audit, review or attest services, must be pre-approved by the Board
of Directors.  All of the services described above were approved by the Board
of Directors.

<PAGE>
                                    -20-

           Report of Independent Registered Public Accounting Firm


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, 2004, and the related statements of
operations, stockholders' deficit, and cash flows for the years
ended June 30, 2004 and 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards of
the Public Company Accounting Oversight Board (United States).
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, 2004, and the results of
operations and cash flows for the years ended June 30, 2004 and
2003, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming
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.


                                         Mantyla McReynolds
Salt Lake City, Utah
September 24, 2004, except for
 Note 18 as to which the date
 is February 26, 2005

                                                                F-1

                            The Kingsley Coach, Inc.
                                Balance Sheet
                                June 30, 2004


     ASSETS
Current Assets:
 Cash                                     $    45,255
 Accounts receivable (trade)                   39,014
 Accounts receivable (related party)          276,380
 Inventory - Note 11                          521,584
                                           ----------
 Total Current Assets                         882,233

Property & Intangibles, net - Note 8          656,619

Other Assets:
 Prepaid expense - Note 13                    260,000
 Deposits                                       3,650
                                           ----------
 Total Other Assets                           263,650

 TOTAL ASSETS                             $ 1,802,502
                                            =========



            See accompanying notes to financial statements
                                                                F-2


                          The Kingsley Coach, Inc.
                         Balance Sheet [continued]
                               June 30, 2004

     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
 Accounts payable                         $   320,450
 Accrued liabilities                          261,629
 Customer deposits - Note 5                 1,129,375
 Note payable - inventory - Note 15             9,469
 Unearned revenue - Note 14                   269,000
 Current portion long-term debt - Note 10     358,577
                                           ----------
 Total Current Liabilities                  2,348,500

Long-Term Liabilities:
 Notes payable - Note 10                      908,645
 Note payable -shareholder - Note 4           184,284
 Less current portion long-term debt         (358,577)
                                           ----------
 Total Long-Term Liabilities                  734,352
                                           ----------
 Total Liabilities                          3,082,852

Stockholders' Deficit - Notes 6,
 7, 13, 16 & 17
 Preferred stock, $.0001 par value;
  authorized 5,000,000 shares;
  issued and outstanding -0- shares                 0
 Common stock, $.00001 par value;
  authorized 100,000,000 shares;
  issued and outstanding 30,536,072               305
 Common Stock, $.00001 par value class B            0
 Treasury Stock, 200,000 common shares        (14,000)
 Additional paid-in capital                 4,320,254
 Accumulated Deficit                       (5,586,909)
                                           ----------
 Total Stockholders' Deficit               (1,280,350)
                                           ----------
 TOTAL LIABILITIES AND STOCKHOLDERS'
  DEFICIT                                 $ 1,802,502
                                           ==========


              See accompanying notes to financial statements
                                                                F-3
                          The Kingsley Coach, Inc.
                          Statements of Operations
                For the years ended June 30, 2004 and 2003

Revenues:                                    2004                2003
                                         -------------      -------------
Sales                                    $  3,606,392       $  3,768,619
Cost of Sales                              (2,913,603)        (3,175,665)
                                           ----------         ----------
Gross Margin                                  692,789            592,954

General and administrative expenses         1,626,329          1,401,102
Research and development                      204,000            123,400
                                           ----------         ----------
Net Income/(Loss) from Operations          (1,137,540)          (931,548)

Other Income/(Expense):
 Other income                                   3,947                776
 Interest expense                             (50,725)           (54,954)
                                           ----------         ----------
 Total Other Income/(Expense)                 (46,778)           (54,178)

Net Income/(Loss) Before Taxes             (1,184,318)          (985,726)

Income taxes                                        0                  0
                                           ----------         ----------
Net Income/(Loss)                         $(1,184,318)       $  (985,726)
                                           ==========         ==========
Income/(Loss) Per Share basic and
  diluted                                 $     (0.06)       $     (0.06)
                                           ==========         ==========

Weighted Average Shares Outstanding        21,480,337         16,853,822
                                           ==========         ==========


              See accompanying notes to financial statements.

<PAGE>
                                                               F-4
                           The Kingsley Coach, Inc.
                     Statements of Stockholders' Deficit
                For the years ended June 30, 2004 and 2003

                                                     Additional  Total
              Shares     Common  Treasury  Paid-in   Accumulated Stockholders'
              Issued     Stock   Stock     Capital   Deficit     Deficit
-------------------------------------------------------------------------------
Balance, June
 30, 2002     16,464,071 $ 164  $(14,000) $2,762,095 $(3,416,865) $  (668,606)

Issued shares
 for cash at
 $.05 per
 share           220,001     2         -       9,998           -       10,000
Issued shares
 for services
 at average of
 $.15 per share  650,000     7         -      97,493           -       97,500
Issued shares
 for sales
 commission at
 $.11 per share   50,000     1         -       5,499           -        5,500
Shares cancelled
 during year      (1,000)    0         -           -           -            -
Net loss for the
 twelve months
 ended June 30,
 2003                  -               -           -    (985,726)    (985,726)
              ---------------------------------------------------------------
Balance, June
 30, 2003     17,383,072   174   (14,000)  2,875,085  (4,402,591)  (1,541,332)

Issued shares
 for services
 at $.10 per
 share         2,603,000    26         -     260,274           -      260,300
Issued shares
 to settle
 debt at $.10
 per share       330,000     3         -      32,997           -       33,000
Issued shares
 for service
 contracts at
 $.10 per
 share         3,000,000    30         -     299,970           -      300,000
Issued shares
 for cash at
 $.10 per
 share         3,120,000    31         -     311,969           -      312,000
Issued shares
 for cash at
 $0.15 per
 share           500,000     5         -      74,995           -       75,000
Issued shares
 for exercised
 options at
 $.12 and $.15
 per share     3,000,000    30         -     404,970           -      405,000
Issued shares
 for marketing
 contract at
 $.10 per share  600,000     6         -      59,994           -       60,000
Net loss for
 the twelve
 months ended
 June 30, 2004         -               -           -  (1,184,318)  (1,184,318)
              ---------------------------------------------------------------
Balance, June
 30, 2004     30,536,072  $305  $(14,000) $4,320,254 $(5,586,909) $(1,280,350)
              ===============================================================



                See accompanying notes to financial statements.
                                                                F-5
                           The Kingsley Coach, Inc.
                           Statements of Cash Flows
                  For the years ended June 30, 2004 and 2003


                                              2004            2003
                                          ------------    ------------
Cash Flows Provided by/(Used for)
 Operating Activities

Net Income/(Loss)                        $(1,184,318)    $  (985,726)

Adjustments to reconcile net
 income to net cash provided by
 operating activities:
 Depreciation and amortization                84,134         163,932
 Impairment of long-lived assets              14,164               0
 Provision for doubtful accounts              20,064          16,190
 Issued stock for services/expenses          393,300         103,000
 Received treasury stock as contract refund        0               0
 Decrease (increase) in prepaid expenses     130,293          49,517
 Decrease (increase) in accounts receivable (320,894)        (10,388)
 Decrease (increase) in inventory             25,723          54,646
 Increase (decrease)in accounts payable    (692,140)         755,658
 Increase in other current liabilities     (196,594)         326,582
 Increase (decrease)in customer deposits    572,242         (411,570)
                                         ----------       ----------
 Net Cash Provided by/(used for)
  Operating Activities                   (1,154,026)          61,841

Cash Flows Provided by/(Used for)
 Investing Activities
 Acquisition of property and equipment      (47,154)               0
 Proceeds from sale of demo                       0          118,687
                                         ----------       ----------
 Net Cash Used for Investing Activities     (47,154)         118,687

Cash Flows Provided by/(Used for)
 Financing Activities
  Issued stock for cash                     792,000           10,000
  Principal increase (decrease) on
   notes payable                            692,915          224,000
  Principal payments/reductions            (238,480)        (499,259)
                                         ----------       ----------
 Net Cash Provided by (Used for)
  Financing Activities                    1,246,435         (265,259)

Net Increase/(Decrease) in Cash              45,255          (84,731)
Beginning Cash Balance                            0           84,731
                                         ----------       ----------
Ending Cash Balance                      $   45,255      $         0
                                         ==========       ==========

Supplemental Disclosures
 Interest paid                           $   50,725      $    52,358
 Income taxes paid                                0                0
 Stock issued for assets                    260,000                0


            See accompanying notes to financial statements.


<PAGE>
                                                               F-6
                            The Kingsley Coach, Inc.
                        Notes to Financial Statements
                                June 30, 2004


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 applies 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 (300,000 options
     as of 6/30/04) 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 $45,255 at June 30, 2004.

     (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)  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.
                                                                F-7

Note 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         [continued]

     (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 104,
     "Revenue Recognition."  SAB 104 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 an adjustment to a Demonstrator Kingsley for impairment in the
     amount of $14,164 through June 30, 2004.

     (j)  Recent Pronouncements

     In June 2002, SFAS No. 146, Accounting for Costs Associated with Exit
     or Disposal Activities, was issued. SFAS No. 146 requires recording
     costs associated with exit or disposal activities at their fair values
     when a liability has been incurred. Under previous guidance,  certain
     exit costs were accrued upon management's commitment to an exit plan,
     which is generally before a liability has been incurred.  The adoption
     of SFAS No. 146 did not materially impact the Company's consolidated
     results of operations, financial position, or cash flow.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-
     Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS
     No. 123 to provide alternative methods of transition for a voluntary
     change to the fair value based method of accounting for stock-based
     employee compensation. In addition, SFAS No. 148 amends the disclosure
     requirements of SFAS No. 123 to require prominent disclosures in both
     annual and interim financial statements about the method of accounting
     for stock-based employee compensation and the effect of the method
     used on reported results. The adoption of SFAS No. 148 did not
     materially impact the Company's  results of operations, financial
     position, or cash flow.

     SFAS No. 150, Accounting for Certain Financial Instruments with
     Characteristics of both Liability and Equity ("SFAS No. 150") was
     issued in May 2003. SFAS No. 150 establishes standards for how an
     issuer classifies and measures certain financial instruments with
     characteristics of both liability and equity in its statement of
     financial position. SFAS No. 150 became effective for the Company for
     new or modified financial instruments beginning June 1, 2003, and for
     existing instruments beginning June 28, 2003. The adoption of SFAS No.
     150 does not have a material impact on the Company's Consolidated
     Financial Statements.


                                                                F-8

Note 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         [continued]

     In November 2002, the Financial Accounting Standards Board ("FASB")
     issued Financial Accounting Standards Board Interpretation No. ("FIN")
     45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others, which
     requires the guarantor to recognize as a liability the fair value of
     the obligation at the inception of the guarantee. The disclosure
     requirements in FIN 45 are effective for financial statements of
     interim or annual periods ending after December 15, 2002. Management
     believes the Company has no guarantees that are required to be
     disclosed in the financial statements. The recognition provisions are
     to be applied on a prospective basis to guarantees issued after
     December 31, 2002. The adoption of the recognition provisions of FIN
     45 did not have a material impact on the Company's financial
     statements.

     In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
     Interest Entities, an interpretation of Accounting Research Bulletin
     ("ARB") No. 51. FIN No. 46, as revised in December 2003, addresses
     consolidation by business enterprises of variable interest entities.
     FIN No. 46 applies immediately to variable interest entities created
     after January 31, 2003, and to variable interest entities in which an
     enterprise obtains an interest after that date. FIN No. 46 applies in
     the first year or interim period ending after December 15, 2003, to
     variable interest entities in which an enterprise holds a variable
     interest that it acquired before February 1, 2003. The adoption of FIN
     No. 46 did not have a material impact on the Company's financial
     statements.

     (k) Research and Development

     The Company believes continual investment in research and development
     is critical to facilitate innovation of new and improved products and
     technologies.  Research and development costs are expensed as
     incurred.

Note 2   LIQUIDITY

     The Company has accumulated losses through June 30, 2004 amounting to
     $5,586,909, and has a net working capital deficiency of $1,484,674 at
     June 30, 2004.  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 also expanded its
     management team and staff in order to improve efficiencies in the
     various areas of operations.

     The Company has been able to raise money from an institutional
     investor and has issued a warrant for shares of common stock in order
     to raise additional money.  Further, the Company has begun
     successfully pricing new Kingsley orders at an increased gross profit
     margin and has arranged for outside customer financing.  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.

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, 2004 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.

                                                                F-9
Note 3   INCOME TAXES [continued]

     Deferred tax assets             Balance         Tax       Rate
     --------------------------------------------------------------
     Loss carryforward (expires
      through 2024)                  $4,406,281   $1,498,136     34%
     Valuation allowance                         ($1,498,136)
                                                  ----------
     Deferred tax asset                           $        0
                                                  ==========


     The valuation allowance has increased $301,375 from $1,196,761 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, 2004 is $58,331.

     Another stockholder has advanced $49,000 to the Company in the form of
     a loan payable on demand and bearing interest at 8%.

     The Company has recorded a note payable to a former director.  As of
     June 30, 2004 the note has a balance of $76,953, bears no interest and
     is payable at a rate of $1,000 per month until paid in full

     Related party loans total $184,284.  See Note 10, for disclosure of
     the schedule of maturities.

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.  Generally, these deposits are
     refundable less any engineering charges incurred.  At June 30, 2004,
     deposits had been collected on approximately eighteen 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,
     2004.
                                                                F-10

Note 7   ISSUANCE OF STOCK

     In November of 2002, the Company issued 160,000 shares to a consultant
     for services valued at $0.17 per share, or $27,200, which approximates
     fair market value.  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 market of $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 anticipated a subscription receivable for the remaining $12,000.
     This receivable is still uncollected, and is not included on the
     balance sheet.

     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.

     In October 2003 the Company issued 623,000 shares of its common stock
     to employees and consultants in consideration of their services on
     behalf of the Company.  The issuance of shares was recorded on the
     Company's books at the market value of the shares at $0.10 per share.

     In October 2003, the Company issued 30,000 shares of its common stock
     in partial satisfaction of a pre-existing debt at $0.10 per share,
     which approximates market value.

     In November 2003, the Company issued 300,000 shares of common stock
     at $0.10 per share, which approximates the market value, and a
     $98,000 promissory note to two individuals in partial satisfaction of
     pre-existing debts.  The note is convertible into common stock at the
     option of the noteholder at a conversion rate of $.25 per share.

     In December 2003 the Company issued 1,000,000 shares of restricted
     common stock to an individual at a market rate of $0.10 per share in
     consideration of his undertaking to provide certain consulting
     services for the Company.

     From January through March 2004 the Company sold 2,120,000 shares of
     common stock to individuals for an aggregated market purchase price
     of $237,000.

     In March 2004 the Company issued a total of 1,980,000 shares of
     restricted common stock to twenty of its employees in consideration
     of their services to the Company.  The market value of the shares on
     the date of issuance ($0.10 per share) was recorded as compensation
     expense.

     The Company issued 3,000,000 shares of common stock to investors for
     cash in accordance with a stock purchase agreement.  1,500,000 shares
     were issued at a market value of $0.12 per share and the remaining
     1,500,000 shares were issued at market at $0.15 per share.

     Pursuant to a private offering subscription agreement, the Company
     issued 1,500,000 unregistered shares of common stock to an individual
     for cash.  The shares were valued at market at $0.10 per share for a
     total of $150,000.

     On June 18, 2004, the Company entered a consulting agreement with an
     individual to provide strategic planning, marketing and computer
     services.  The contract terminates on June 18, 2006.  Under the terms
     of the contract, the Company has issued 2,000,000 restricted shares
     of common stock.  The stock was valued at $0.10 per share, which
     approximates the fair value of restricted shares.  Inasmuch as the
     contract covers a two year period, the Company has capitalized
     $200,000, to be amortized over the contract period.

                                                                F-11
Note 7   ISSUANCE OF STOCK [continued]

     The Company entered an agreement with a consulting group for the
     purpose of shareholder communications and management.  The Company
     agreed to pay $25,000 in cash plus 600,000 restricted shares of
     common stock valued at $0.10 per share, which approximates the market
     value of the shares.  The contract continues until May of 2005.

Note 8   PROPERTY AND INTANGIBLES

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

                                         Accumulated    Net       Method/
     Asset Class              Cost       Depr/Amort     Book      Life
------------------------------------------------------------------------------
Furniture                   $  2,473      ($1,861)   $     612        MACRS/7
Electronic Equipment           8,818       (8,046)         772        MACRS/5
Tools                        111,028      (94,920)      16,108        MACRS/5
Leasehold Improvements         2,357         (290)       2,067          SL/39
Demonstrator Unit            187,310           NA      187,310    Annual test
Intangible property          647,140     (197,390)     449,750    Per unit
                                                                  produced
                             ---------------------------------
Total                       $959,126    ($302,507)   $ 656,619
                             =================================


     Depreciation and amortization expense was $84,134 and $163,932 for
     the years ended June 30, 2004 and 2003, respectively.  The intangible
     property is further summarized below:


Description               Cost       Amortization       Net Book
--------------------------------------------------------------------------
Sleeper technology      $ 150,000    $   (3,250)        $ 146,750
Lift technology           400,000       (97,000)          303,000
Non-compete covenant       97,140       (97,140)                0 Expired in
                                                                  FY 2004
                         ----------------------------------------
                        $ 647,140    $ (197,390)        $ 449,750
                         ========================================

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 that 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, 2004 and
     2003 was $107,778 and 99,950, respectively.
                                                                F-12

Note 10  NOTES PAYABLE

     A relative 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
     $3,237.  The balance due as of June 30, 2004, is $138,481.  The
     remaining Kingsley Coach is still owned by the Company as of June 30,
     2004, 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, 2004,
     is $25,909.

     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, 2004, the note payable was increase
     through an agreement to refinance additional trade payable amounts
     into the note.  The total note payable balance at June 30, 2004 is
     $553,774.

     The Company issued 10% Convertible Debentures to two individuals in
     the aggregate principal amount of $60,000 that are due on September
     30, 2006. They bear interest at 10% per annum payable quarterly.  The
     holders of the Debentures may convert the principal amount of the
     Debentures into common stock at any time at a conversion rate of
     $.244 per share.  Kingsley Coach may force conversion at that rate if
     the closing bid price of its common stock equals or exceeds $.594 for
     five consecutive trading days.  The conversion rate (and the trigger
     for forced conversion) will be reduced if Kingsley Coach issues any
     equity instruments for a consideration valued at less than $.244 per
     share of common stock.  One of the Debentures has a special anti-
     dilution provision.  If the closing bid price of the common stock is
     $.08 or less for five consecutive trading days, the holder of that
     Debenture may accelerate the payment date of the Debenture.  In that
     event, Kingsley Coach would be required to either pay the principal
     amount of the Debenture ($50,000) and all accrued interest within two
     business days or issue 1,250,000 shares of common stock to the
     holder.  During the next thirty trading days the holder would be
     required to liquidate those shares, and the proceeds would be an
     offset to Kingsley Coach's liability under the Debenture.  The holder
     would then return to Kingsley Coach any shares remaining after those
     thirty trading days.

     The Company has issued a 10% promissory note in the amount of
     $50,000, payable to an investment group on September 30, 2006.
     Interest for the period form the date of issuance to the maturity
     date was prepaid by the Company's issuance of 100,000 shares of
     common stock valued at $0.15 per share.

     As a result of a settlement agreement with a former customer, the
     Company has recorded a note payable to an individual.  The terms of
     the agreement require payments of $633 per month through December,
     2004.  With the execution of the agreement, the Company issued
     200,000 shares of common stock.  Upon registration of the shares by
     the Company, the individual sold the shares, the proceeds from which
     were applied as a reduction in the principal amount due.  The balance
     due and payable as of June 30, 2004 is $80,482.  At the option of the
     creditor, the Company may pay the unpaid balance in the form of
     Company common stock at the value of $0.25 per share.

                                                                F-13
Note 10  NOTES PAYABLE [continued]

     Scheduled maturities on these notes plus the related party notes
     described in Note 4 are as follows:
                                                    Other Notes
           Year Ending June 30:   Related Party     Payable         Amount
           -----------------------------------------------------------------
                          2005    $ 119,331         $ 239,246  $  358,577
                          2006       12,000            95,639     107,639
                          2007       12,000           142,046     154,046
                          2008       12,000            98,118     110,118
                2009 and thereafter  28,953           333,597     362,550
                                   --------------------------------------
                                  $ 184,284         $ 908,646  $1,092,930

Note 11  INVENTORY

     As of June 30, 2004, 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, 2004, 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, the value of which is tested annually.  The
     net book value of the demonstrator is included with property.  Total
     inventory as of June 30, 2004 is as follows:

     Parts inventory        $  205,753
     Work-in-process           315,831
     Finished units                  0
                              --------
                            $  521,584
                              ========

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.
     As of June 30, 2004, there are no known outstanding lawsuits which
     would require additional disclosure or accrual of liability.

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 modified the agreement acknowledging
     that DRK had earned full title to the common stock.

                                                                F-14

Note 13  PREPAID EXPENSES/RELATED PARTY TRANSACTIONS [continued]

     As discussed in Note 7 the Company entered two consulting agreements
     which provide for services to be performed over the next two years.
     One contract has a value of $200,000 which shall be amortized
     straight line at $8,333 per month over the next 24 months.  The other
     contract has a value of $60,000 to be amortized over the next eleven
     months at $5,455 per month.

     The Company sold a prototype Kingsley Coach to a related party
     entity, which shares common ownership and management, for the purpose
     of allowing them to promote and market coaches.  The unit was sold
     for $270,880.  This amount has been recorded as receivable as of June
     30, 2004.  The balance is due on demand and is non-interest bearing.

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.  The Company continues to make order slots available to the
     trucking company but no orders have been placed.  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, 2004 is $9,469 with
     interest at 13.5%.  The balance is payable upon the sale of each unit
     financed under the agreement.

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 15 months.  All options are
     currently exercisable.  The market price on the date of grant was
     $0.56.

     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, 2004.


<PAGE>
                                                               F-15
Note 17  SUBSEQUENT EVENTS

     On August 20, 2004, the Company entered an Exchange Agreement and
     issued 1,000,000 shares of Common Stock, Class B shares in exchange
     for 1,000,000 shares of Common Stock owned by DRK, Inc., a related
     party.  The Class B Common Stock is restricted from transfer without
     specific approval of the Board of Directors of the Company.  The
     preferences, limitations and rights of a holder of a share of Class B
     Common Stock will be identical to the preferences, limitations and
     rights of a holder of a share of Common Stock, except that the number
     of votes which may be cast will equal 20 times the number of shares
     of Common Stock into which that holder's Class B Common Stock could
     be converted on the record date for the meeting or shareholder
     action.  The holder of each share of Class B Common Stock shall have
     the right to convert that share of Class B Common Stock into one
     fully-paid and non-assessable share of Common Stock.  The holder of a
     share of Class B common Stock may exercise his conversion right by
     giving a written notice.

     On July 16, 2004, the Company sold to an investment fund (a) a
     promissory note in the principal amount of $600,000 bearing interest
     at 8% per annum and due July 21, 2006 and (b) a five year warrant to
     purchase 1,200,000 shares of common stock at $.20 per share.  The
     note is convertible into common stock at $.15 per share.  The
     purchase price for the securities was $600,000.

Note 18  RESTATEMENT OF PRIOR PERIOD RESULTS

     The Company has restated its financial results for the year ended
     June 30, 2004 to correct a number of errors.  The impact of these
     adjustments on the Company's financial results as originally reported
     is summarized below.

                                                     Year Ended
                                                   June 30, 2004
                                            As Reported     As Restated
Balance Sheets:
 Accounts Receivable.....................  $    270,880$    $   315,394
 Prepaid Expenses........................        378,776        260,000
 Total Assets............................      1,872,950      1,802,502
 Total Current Liabilities...............      2,042,367      2.348,500
 Total Liabilities.......................      2,727,720      3,082,852
 Total Stockholders' Deficit.............       (855,070)    (1,280,350)

Statements of Operations
 Gross Margin............................        849,847        692,789
 Net Loss From Operations................       (681,760)    (1,137,540)
 Net Loss................................       (728,538)    (1,184,318)
 Loss Per Share..........................          (0.04)         (0.06)

Statements of Cash Flows
 Net Cash (Used For) Operating Activities       (928,149)    (1,154,026)
 Net Cash (Used For) Investing Activities        (28,748)       (47,154)
 Net Cash Provided By Financing Activities     1,002,294      1,246,435

                                                                F-16

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                                 SIGNATURES

  In accordance with Section 13 or 15(d) of the Exchange Act, the Regis
trant 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 12, 2004 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 Dickenson
------------------------------
Catherine Dickenson, Director

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


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

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