THE KINGSLEY COACH, INC. 10KSB

                 U. S. Securities and Exchange Commission
                        Washington, D. C. 20549

                             FORM 10-KSB

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

             For the fiscal year ended December 31, 1999

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

            For the transition period from _____ to _____

                    Commission File No. 0-21733

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

              DELAWARE                        87-0369035
   (State or Other Jurisdiction of     (I.R.S. Employer I.D. No.)
    incorporation or organization)

                        64 Old Route 522
                      Middleburg, PA 17842
            (Address of Principal Executive Offices)

            Issuer's Telephone Number: (570)837-7114

Securities Registered under Section 12(b) of the Exchange Act: None.

Securities Registered under Section 12(g) of the Exchange Act:
One Hundredth of One Mill ($0.00001) par value common voting
stock and One Tenth of One Mil ($0.0001) par value preferred stock.

     Indicate  by check mark  whether the  Registrant  (1) has
filed all reports required to be filed by Sections 13 or 15(d) of
the  Securities Exchange Act of 1934  during  the  preceding  12
months  (or for such shorter  period  that the Registrant was
required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

(1)  Yes   X    No             (2)  Yes  X    No
         ----     ----                 ----         ----

     Check if there is no disclosure of delinquent  filers in
response to Item 405 of Regulation  S-B is not  contained  in
this  form,  and no  disclosure  will  be contained,  to the
best of  Registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $2,810,632 -

     State  the   aggregate   market  value  of  the  common
voting  stock  held  by non-affiliates  computed by  reference to
the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within the
past 60 days:

     December 31, 1999 - $12,080,715.94.  Based on the 8,403,977
shares issued and outstanding on April 13, 2000, and the stock
price of $1.4375 per share at the close of trading on April 13,
2000.  There are no shares of the Company's  preferred either
issued or outstanding.


    APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY
  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

None; not applicable.

     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the
number  of  shares outstanding  of each of the  Registrant's
classes  of common  stock,  as of the latest practicable date:

                    December 31, 1999
                   Common Voting Stock
                         8,403,977

                    December 31, 1999
                     Preferred Stock
                           -0-

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents  Incorporated  by Reference" is
contained in Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                    PART I

Item 1.  Description of Business.

Business Development
--------------------

    Form and year of organization
    ------------------------------

     For a discussion of the activities of the Company's
predecessor Micro-Hydro  Power,  Inc. prior to the period covered
by this Report, see the Company's  Registration  Statement on
Form 10-SB-A1,  filed with the  Securities  and Exchange
Commission on March 4, 1997, its Annual Report on Form 10-KSB,
for the  calendar  year ended  December 31, 1996,  filed March
31, 1997, and its annual report for the  calendar  year ended
December 31, 1996, filed March 31, 1998.

    Bankruptcy or similar proceedings
    ---------------------------------

     Not applicable

    Material reclassification, merger, etc.
    ---------------------------------------

    The Company was essentially dormant for ten years until an
Agreement and Plan of Reorganization was executed on December 18,
1998, between the Company and The Kingsley Coach, LLC, a
Louisiana limited liability company, following the execution of a
Letter of Intent between the companies on November 8, 1998. The
result was the acquisition of the assets and liabilities of The
Kingsley Coach, LLC, which was formed in 1996.  The equity
interest holders of The Kingsley Coach, LLC became the
controlling stockholders in a transaction viewed as a reverse
acquisition. The respective Boards of Directors of Micro-Hydro
Power and Kingsley and the respective stockholders of each entity
adopted resolutions whereby Micro-Hydro Power acquired Kingsley
assets in exchange for stock, and changed its name to The
Kingsley Coach, Inc. Details of this transaction are fully
described in Form 8-K-A2, filed January 13, 1999 with the
Securities and Exchange Commission.

     The Company is traded on the OTC Bulletin Board as "KNGS.OB"

     The Company is a manufacturer of custom and standard
recreational and specialized vehicles utilizing a stretched semi-
truck chassis, based upon the concept of matching the durability,
flexibility, serviceability, strength, power and safety of a
tractor cab / chassis with the convenience and comfort of an RV
body. The finished Kingsley Coach is essentially a stretched
truck chassis with an recreational vehicle motor home body unit
attached for either recreational or commercial use.   The Company
has, to date, produced fifty-seven units, all different as each
unit has been custom produced to the buyer's specifications.
This customization was necessary in the development phase of the
Company's existence, as Kingsley sought to learn both what the
customer desired and what worked best in terms of stability and
safety.  The Company utilized these customized orders to develop,
and then fine-tune, the various design and production
considerations of its product.

     The Company commenced business in 1996, with first-year
sales of approximately $300,000.  Sales increased to
approximately $825,000 in 1997, $2,046,121 in 1998, and
$2,810,632 in 1999.  The Company estimates that 2000 sales will
increase substantially.

     Distribution methods of the products or services
     -------------------------------------------------

       The  typical Kingsley customer, targeted to date, has been
either: 1) an individual in the trucking industry; and 2) a
company or municipality whose specific application needs were
best satisfied by Kingsley's truck chassis design.  The Company
will continue to service these customers, but the Company also
intends to begin targeting the RV buyer who wants uniqueness,
power, speed and strength combined with the interior luxury
typically available in a Class A motorhome.

     The Company's marketing efforts to date have been limited to
advertising  in trucking magazines and participation in trucking
trade shows.  The Company intends to increase its marketing
efforts substantially as it expands its marketing focus to
include the larger RV market.  This marketing expansion would
include advertising in RV magazines and participation at RV trade
shows.

     Kingsley also plans to pursue a more aggressive promotional
campaign, attempting to utilize media such as, local newspapers,
local television channel and select cable channels for coverage
of certain Kingsley events, such as the planned unveiling of new
standard models, the Annual Kingsley Coach Rally, and Kingsley's
planned participation in World Land Record event.  Kingsley also
would like to align itself with a spokesperson in the field of
auto racing.

     There are presently several independent sales
representatives in the United States.  The Company is planning to
expand its dealer and representative network.

     Status of any new and existing product or service
     --------------------------------------------------

     The Company is presently completing designs of a set of
standard production vehicles built specifically for the RV
market, to be called the "Camelot" series.  These units, while
benefitting from the Kingsley truck chassis/ RV body design, will
offer high quality motor home interiors built in standardized RV
lengths.  The Company's present plans include a forty-five-foot
model built on a Class 8 truck chassis and a forty-foot model
built on a Class 7 truck chassis. The Company expects to
introduce these models in the second and third quarter of 2000.

     Industry and competitive position in the industry
     --------------------------------------------------

     The Company considers its products to be unique at this time
as the Company is the only known manufacturer to build coaches on
an existing truck chassis.  The Company considers competitive
pressures to be insignificant at this time.

     Kingsley's planned "Camelot" series standardized production
RV models will  compete with the "Class A Motorhome" segment, as
defined by the National Dealers Association (NADA).  There were
approximately 50,000 Class A Motorhome units sold in the United
States in 1999.  Kingsley's planned Camelot series entry into the
RV marketplace is designed to effectively compete with the mid-
range ($200,000 to $400,000) standard RV models.  Kingsley's
marketing strategy is to promote the product's uniqueness and its
enhanced features and benefits.

     Suppliers and alliances
     ------------------------

     The Company utilizes a wide range of materials and supplies
that are provided through the automotive and recreational vehicle
industry suppliers.  Kingsley uses select outside providers for
the chassis and RV body.  Kingsley's RV body is manufactured in
Middleburg, Pennsylvania by Thor America ("Thor"), a division of
Thor Industries, Inc., the nation's second largest RV
manufacturer.  The Company has an agreement with Thor whereby
Thor will provide the Company with shared production space in
exchange for exclusive production of the "Camelot" series units
for a three-year period.  The Company began operating in the
Middleburg, Pennsylvania facility in January 1999.

     Dependence on one or a few major customers
     -------------------------------------------

    The Company does not have any dependence on one or a few of
any major customers.

     Patents, trademarks, licenses, franchises,  concessions,
royalty agreements or labor contracts, including duration
     ----------------------------------------------------------

     None.

     Need for any government approval of principal products or
services
  -----------------------------------------------------------

     None; not applicable.

     Effect of existing or probable governmental regulations on
the business
  -------------------------------------------------------------

     None; not applicable

     Amount spent during the last two fiscal years on research
and development activities
     ----------------------------------------------------------

     1998: $600,000.00
     1999: $800,000.00

     Costs and effects of compliance with environmental laws
     --------------------------------------------------------

     Insignificant.

     Employees/contractors
     ----------------------

     The Company has one employee, Terry Watkins, CEO.  Kingsley
has a five-year contract with DRK Inc. to provide its remaining
management and production services and staff, with contract
contains performance-based incentives, including monthly fixed
base payments equal to actual cost, and incentive based payments
calculated quarterly. At Kingsley's Anoka, Minnesota location,
there are eighteen staff members, including two engineers and one
manager.  At Kingsley's Middleburg, Pennsylvania location, there
are presently three staff members, including two engineers.  The
Company presently to begin production at its Minnesota location
by the end of June 2000; The Company is presently recruiting a
work force at this location.


Item 2. Description of Property
---------------------------------

    Location, condition, limitations on ownership of principal
plants and property.
    -----------------------------------------------------------

     Kingsley is utilizing two manufacturing facilities, one co-
located with Thor America's plant in Middleburg, Pennsylvania,
the other located in Anoka, Minnesota.

     The Company has facilities that it rents at 14010 Sunfish
Lake Blvd., Anoka, Minnesota, which includes approximately 10,000
square feet of space located on 1.2 acres of land.  The facility
is used for administrative offices, engineering, design, assembly
and repair.

     The Company has a 2500 square foot office facility that it
rents at 64 Old Route 522, Middleburg, Pennsylvania.  The Company
also has an 8,000 square foot facility co-located with Thor
America's plant at 37 Old Route 522, Middleburt, Pennsylvania.


Item 3. Legal Proceedings
-------------------------

     On March 1, 1999, a lawsuit was filed against the Company in
the Supreme Court of Maricopa County, Arizona, alleging that an
individual, on behalf of Kingsley, contracted with a consultant
to provide certain "management services" in exchange for 15,000
shares of free trading Kingsley common stock.  The plaintiff
further alleges that Kingsley failed to pay the 15,000 shares of
stock and is seeking approximately $52,000 in damages, plus
attorney fees.  The Company maintains that the individual had no
authority to execute on its behalf and further that "management
services" were not provided.

     On December 23, 1999, the lawsuit entitled Ratliff et a. v.
The Kingsley Coach, Inc. et al. filed in Roane County, Chancery
Court and the United States District Court for the Eastern
District of Tennessee, was settled pursuant to a Settlement
Agreement between Kingsley Coach, Inc. and Russell A. Ratliff,
whereby Ratliff agreed to pay Kingsley $550,000 secured by
550,000 shares of Kingsley common stock previously issued to
Ratliff.


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

     A meeting of the shareholders was held on January 4, 1999 to
change the name of the Company to Kingsley Coach, Inc., and to
effect a 2-to-1 reverse split of the common stock of the Company.


Part II

Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

     The Company's common stock is quoted on the National
Association of Securities Dealers Electronic Bulletin Board under
the symbol "KNGS.OB" Set forth below are the high and low bid
prices for the Company's common stock during the year 1999.
Prior to 1999 there was no market for the Company's stock in the
previous two years.  The prices listed below reflect inter-dealer
prices, without retail mark-up, mark-down or commissions, and may
not represent actual transactions.

Quarter Ended       High Bid       Low Bid

March 31, 1999      6.00           0.00
June 30, 1999       4.00           1.63
September 30, 1999  1.75            .83
December 31, 1999   1.25            .50

    There are currently 8,403,977 shares of common stock issued
and outstanding, held by 463 shareholders of the Company.  There
are no preferred shares of the Company either issued or
outstanding.

    The Company has not declared any cash dividends, and none are
expected to be declared in the near future.


Item 6.  Management Discussion and Analysis or Plan of Operation
----------------------------------------------------------------

     Management Discussion and Analysis or Plan of Operation for
the Year Ended December 31, 1999, including material events as
applicable
    ------------------------------------------------------------

     The Company was essentially dormant for ten years until an
Agreement and Plan of Reorganization was executed on December 18,
1998, between the Company and The Kingsley Coach, LLC, a
Louisiana limited liability company, following the execution of a
Letter of Intent between the companies on November 8, 1998.  The
result was the acquisition of the assets and liabilities of the
The Kingsley Coach, LLC.

     The Company accumulated losses through December 31, 1999
amounting to $1,251,078 and has a net working capital deficiency
of $115,423 at December 31, 1999.

    Management Discussion and Analysis or Plan of Operation for
the Year Ended December 31, 1999, including material events as applicable
    ----------------------------------------------------------------

     In 1999, the Company's sales increased by approximately 39%,
from $2,046,121 to $2,810,632.  In 1999, the Company's Net Loss
Before Taxes was $551,518 as compared to a Net Loss Before Taxes
in 1998 of $585,691.  In 1999,  the Company incurred
approximately $800,000 on research and development costs as
compared to approximately $650,000 in 1998.

     The Company was still developing its product through
December 31, 1999, and the Company does not expect to be ready
for high-volume, assembly-line production of its planned standard
RV models until July 2000.  As such, the Company did not, and
does not presently, anticipate profits until July 2000.  When
taking into consideration the Company's development expenses
incurred in 1999 and 1998, the Company actually would have
experienced a profit in both years had these development costs
not been incurred.  Since the Company had sales of only
$2,810,632 in 1999 and $2,046,121 in 1998, the Company's
profitable breakeven point is low, both in terms of dollars and
unit sales. This fact should serve the Company well in the
future, especially in the event of any economic downturns which
might adversely affect the RV industry.

     Further, the Company has managed to complete full
development of its product without substantial leveraging of its
future, incurring relatively little interest-bearing debt over
its first four years of operation, approximately $1,085,000 at
December 31, 1999.

     The Company expects sales to increase substantially in 1999,
reflecting the benefits of standardizing production at its
Middleburg, Pennsylvania facility and expanding its market scope
to include the RV market.

     The Company recognizes that its products may be considered
luxury items, that any downturn in the economy may detrimentally
impact demand for it product.  However, the Company does not
expect any decrease in sales as its expanded market efforts
should more than offset any reasonable economic downturn.


Item 7.  Financial Statements and Exhibits.
------------------------------------------

         (a)  Financial Statements

               The Kingsley Coach, Inc.
               Independent Auditors' Report
               Balance Sheet dated December 31, 1999
               Statement of Operations for the years ended
                    December 31, 1999 and 1998
               Statements of Stockholders' Deficit for the years
                     ended December 31, 1999 and 1998
               Statements of Cash Flows for the years ended
                    December 31, 1999 and 1998
               Notes to Financial Statements




                     The Kingsley Coach, Inc.

                   Independent Auditors' Report
                               and
                       Financial Statements

                        December 31, 1999







                     The Kingsley Coach, Inc.

                        TABLE OF CONTENTS

                                                          Page

     Independent Auditors' Report . .  . . . . . . . . . .  1

     Balance Sheet - December 31, 1999 .. . . . . . . . . 2-3

     Statements of Operations for the
     years ended December 31, 1999 and 1998 . .  . . . . .  4

     Statements of Stockholders' Deficit for
     the years ended December 31, 1999 and 1998   . . . .   5

     Statements of Cash Flows for the
     years ended December 31, 1999 and 1998 . . . . . . .   6

     Notes to Financial Statements . . . . . . . . . . . 7-13





                   Independent Auditors' Report


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


We have audited the accompanying balance sheet of The Kingsley
Coach, Inc., as of December 31, 1999, and the related statements of
operations, stockholders' deficit, and cash flows for the years
ended December 31, 1999 and 1998.  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
audit.

We conducted our audits in accordance with generally accepted
auditing standards.  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 audit
provides 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 December 31, 1999, and the results of
operations and cash flows for the years ended December 31, 1999 and
1998, in conformity with generally accepted accounting principles.

                                          /s/

                                   Mantyla McReynolds
Salt Lake City, Utah
January 21, 2000

<TABLE>
                    The Kingsley Coach, Inc.
                        Balance Sheet
                      December 31, 1999


<CAPTION>
                           ASSETS

<S>                                                <C>

Current Assets:
     Cash                                          $  77,729

     Accounts Receivable
       (net of allowance of $5,500)                   28,132

     Inventory - Note 11                             735,359

     Settlement Receivable - Note 13                 550,000
                                                   ---------
       Total Current Assets                        1,391,220

Property & Equipment, net - Note 8                   200,245

Other Assets:

     Prepaid expense - Note 14                       590,890

     Deposits                                          3,650
                                                   ---------
         Total Other Assets                          594,540

TOTAL ASSETS                                      $2,186,005
                                                   =========
</TABLE>

          See accompanying notes to financial statements


<TABLE>
                   The Kingsley Coach, Inc.
                   Balance Sheet (continued)
                      December 31, 1999

<CAPTION>
             LIABILITIES & STOCKHOLDERS' DEFICIT

<S>                                                <C>
Current Liabilities:

     Accounts payable                             $ 179,204

     Accrued liabilities                            363,029

     Payroll taxes payable                           53,450

     Customer deposits - Note 5                     732,634

     Note payable - manufacturer - Note 9           139,340

     Current portion long-term debt - Note 10        38,986
                                                  ---------
         Total Current Liabilities                1,506,643

Long-Term Liabilities:

     Note payable - other - Note 10                 408,663

     Note payable - shareholder - Note 4            537,846
                                                  ---------
        Total Long-Term Liabilities                 946,509
                                                  ---------
          Total Liabilities                       2,453,152

Stockholders' Deficit - Note 7

    Preferred stock, $.0001 par value;
     authorized 5,000,000 shares; issued
     and outstanding -0- shares                           -

    Common stock, $.00001 par value;
     authorized 30,000,000 shares;
     issued and outstanding 7,250,527                    73

    Additional paid-in capital                      983,858

    Accumulated Deficit                          (1,251,078)
                                                  ---------
         Total Stockholders' Deficit               (267,147)
                                                  ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                            $2,186,005
                                                  =========
</TABLE>
         See accompanying notes to financial statements.


<TABLE>

                      The Kingsley Coach, Inc.
                      Statements of Operations
              For the Years December 31, 1999 and 1998

<CAPTION>
<S>                                <C>            <C>

Revenues:                              1999           1998
                                   -----------    -----------

   Sales                           $ 2,810,632    $ 2,046,121

   Cost of Sales                    (1,919,851)    (1,787,792)
                                     ---------      ---------
     Gross Margin                      890,781        258,329

General and administrative expenses  1,315,383        757,192

     Net Loss from Operations         (424,602)      (498,863)

Other Income/(Expense):

   Rental income                            -0-        29,800

   Interest expense                   (104,190)      (116,628)

   Loss on disposal of assets          (22,726)            -0-
                                     ---------       --------
     Total Other Income/(Expense)     (126,916)       (86,828)
                                     ---------       --------
Net Loss Before Taxes                 (551,518)      (585,691)

     Income taxes                           -0-            -0-

Extraordinary income - Note 13         550,000             -0-
                                     ---------       --------
Net Loss                             $  (1,518)     $(585,691)
                                     =========       ========
Loss Per Share                       $    (.01)     $    (.16)
                                     =========       ========
Weighted Average Shares Outstanding  6,475,422      3,708,339
                                     =========      =========

</TABLE>

      See accompanying notes to the financial statements.


<TABLE>
                      The Kingsley Coach, Inc.
                Statement of Stockholders' Deficit
          For the Years Ended December 31, 1999 and 1998

<CAPTION>
                                 Add'l    Accum-      Total
            Shares     Common   Paid-in   ulated   Stockholders'
            Issued     Stock    Capital   Deficit     Deficit
<S>       <C>         <C>     <C>       <C>          <C>

Balance,
December
31, 1997   7,300,010  $   73  $163,906  $( 663,869) $( 499,890)
          ----------  ------  --------  ----------  ----------
Issued
stock for
services   2,800,000      28    27,972                  28,000

Net Loss
for the
Year Ended
December 31,
1998                                       (585,691)  (585,691)
          ----------  ------  ---------  ----------  ---------
Balance,
December
31, 1998  10,100,010     101    191,878  (1,249,560) (1,057,581)

Issued
stock for
services   1,301,000      14    195,138                 195,152

Issued
stock for
property   1,000,000      10    149,990                 150,000

Issued
stock for
management
services
contract   2,000,000      20    378,080                 378,100

Issued
stock for
services     100,000       1     68,699                  68,700

Reverse
split 1:2
shares    (7,250,483)    (73)        73                       0

Net Loss
for the
Year Ended
December 31,
1999                                         (1,518)     (1,518)
          ----------   ------   -------   ----------  ----------
Balance,
December 31,
1999       7,250,527   $  73   $983,858 $(1,251,078) $ (267,147)
          ==========   ======   =======  ==========   ==========

</TABLE>

       See accompanying notes to the financial statements.


<TABLE>
                     The Kingsley Coach, Inc.
                     Statement of Cash Flows
          For the Years Ended December 31, 1999 and 1998
<CAPTION>
<S>                                     <C>       <C>
                                          1999        1998
                                         ------      ------
Cash Flows Provided by/(Used for)
Operating Activities

Net Loss                                $ (1,518) $ (585,691)

Adjustments to reconcile net income
to net cash provided by operating
activities:

  Depreciation and amortization           72,835      21,217
  Bad debt expense                         5,500      17,286
  Loss on disposal of assets              22,726
  Gain on legal settlement              (550,000)
  Issued stock for services              173,050      28,000
  Decrease (increase) in prepaid exp.   (164,000)          0
  Decrease (increase) in
   accounts receivable                   (10,673)     35,221
  Decrease in other receivable                 0      16,571
  Increase in inventory                   64,814    (417,255)
  Increase in payroll liabilities          8,854       3,755
  Increase (decrease) in
   accounts payable                       33,867     142,715
  Increase in accrued liabilities        264,771      22,087
  Increase in customer deposits          191,766     339,368
                                         -------     -------
   Net Cash Provided by/(used for)
     Operating Activities                111,992    (376,726)

Cash Flows Provided by/(used by)
Investing Activities

  Acquisition of property and equipment   (5,113)    (90,568)
                                        --------     -------
    Net Cash Used for Investing
    Activities                            (5,113)    (90,568)

Cash Flows Provided by/(used for)
Financing Activities

  Principal increase in notes payable     75,000     508,317
  Principal payments/reductions         (171,874)

  Investment by shareholder                    0      15,441
                                         -------     -------
   Net Cash Provided by Financing
   Activities                            (96,874)    523,758
                                         -------     -------
     Net Increase/(Decrease) in Cash      10,005      56,464

Beginning Cash Balance                    67,724      11,260
                                          ------      ------
Ending Cash Balance                      $77,729     $67,724
                                          ======      ======
Supplemental Disclosures
   Interest paid                        $104,190    $116,628
   Income taxes paid                         -0-         -0-
   Stock issued for assets               576,890         -0-

</TABLE>

       See accompanying notes to the financial statements.


                     The Kingsley Coach, Inc.
                  Notes to Financial Statements
                        December 31, 1999


Note 1    Organization and Summary of Significant Accounting Policies

     (a) Organization

     The Kingsley Coach, Inc., ("Company") incorporated under the
     laws of the State of Utah in 1980 as Micro-Hydro Power, Inc.
     [MHP].  MHP changed its domicile from the State of Utah to
     the State of Delaware by merging with and into its wholly-
     owned subsidiary, Micro-Hydro Power, Inc., a Delaware
     corporation in December of 1997.  MHP was essentially
     dormant for ten years until an Agreement and Plan of
     Reorganization was executed on December 18, 1998, between
     MHP and The Kingsley Coach, LLC, a Louisiana limited
     liability company [Kingsley].  The result was the
     acquisition of the assets and liabilities of Kingsley, also
     known as a reverse acquisition, accounted for herein on the
     purchase basis.  Kingsley is a manufacturer of customized
     luxury recreational and commercial vehicles known as The
     Kingsley Coach.  With the acquisition of Kingsley, MHP
     changed its name to The Kingsley Coach, Inc.

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

     (b) Income Taxes

     Effective April 1, 1993, the Company adopted the provisions
     of Statement of Financial Accounting Standards No. 109 [the
     Statement], "Accounting for Income Taxes."  The Statement
     requires an asset and liability approach for financial
     accounting and reporting for income taxes, and the
     recognition of deferred tax assets and liabilities for the
     temporary differences between the financial reporting basis
     and tax basis of the Company's assets and liabilities at
     enacted tax rates expected to be in effect when such amounts
     are realized or settled.

     (c) Net Loss Per Common Share

     Net loss per common share is based on the weighted average
     number of shares outstanding.

     (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
     has $77,729 cash at December 31, 1999.

     (e)  Use of Estimates in Preparation of Financial Statements

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities, and disclosure of
     contingent assets and liabilities at the date of the
     financial statements, and the reported amounts of revenues
     and expenses 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 modified accelerated
     cost recovery (income tax) basis over the useful lives of
     the related assets.   Expenditures for maintenance and
     repairs are charged to expense as incurred.

     (g)  Inventory

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

Note 2    LIQUIDITY

     The Company has accumulated losses through December 31, 1999
     amounting to $1,251,078, and has a net working capital
     deficiency of $115,423 at December 31, 1999.  However, in
     Management's opinion, the Company expended substantial
     amounts for non-recurring development costs through 1999 in
     the refinement of its product and production methods.  The
     Company does not believe that similar costs will be
     necessary in the future.  Further, the Company believes
     standard product design and methods will permit increased
     productivity in future years.  Outstanding orders with
     deposits has increased from nine to fifteen from 1998 to
     1999 year end.   Additionally, the Company entered a
     purchase agreement (see Note 16) which represents a
     commitment for 50 additional orders to be produced in the
     next 18 months.

     To meet working capital needs, the Company has established a
     $500,000 line of credit to be used in production.  The
     Company has issued shares of common stock for services of a
     professional firm which will assist in developing and
     marketing its product.  Management plans also include
     additional issuances of shares of common stock for
     production capital; however, they do not believe such
     issuance is necessary for the Company to continue operations
     or to meet its current obligations.

Note 3    INCOME TAXES

     The Company adopted Statement No. 109 as of April 1, 1993.
     Prior years' financial statements have not been restated to
     apply the provisions of Statement No. 109.  No provision has
     been made in the financial statements for income taxes
     because the Company has accumulated substantial losses from
     operations.

     The tax effects of temporary differences that give rise to
     significant portions of the deferred tax asset at December
     31, 1999 have no impact on the financial position of the
     Company.  A valuation allowance is provided when it is more
     likely than not that some portion of the deferred tax asset
     will not be realized.  Because of the lack of taxable
     earnings history, the Company has established a valuation
     allowance for all future deductible temporary differences.

Deferred tax assets                     Balance     Tax     Rate

Loss carryforward(expires through 2019) $369,888  $125,762   34%

Valuation allowance                              ($125,762)
                                                  --------
    Deferred tax asset                                  $0
                                                  ========

     The valuation allowance has increased $516 from $125,246 in
     the prior year.  Principally all operations through December
     31, 1998 were attributable to a limited liability
     corporation which is taxed to its members.  Thus, tax
     returns for those periods presented in this report have been
     or will be filed accordingly.


Note 4    RELATED PARTY TRANSACTIONS/STOCKHOLDER  LOANS

     To pay for the original development and formation of The
     Kingsley Coach, LLC, and to fund ongoing operating expenses,
     a shareholder/officer has advanced funds to the Company as
     evidenced by executed notes summarized as follows.

Description               Principal     Terms            Rate of
                                                         Interest
-----------               ---------  ------------------  --------
For original development   175,000   Interest only,         10%
                                     principal due 12/15/02

Operating advances         199,537   Interest only,         10%
                                     principal due 12/15/02

Additional operating
  advances                 163,309   Interest only,         10%
                           -------   principal due 12/15/02

   Total                   537,846
                           =======


Note 5    CUSTOMER DEPOSITS

     When a customer signs a contract to have the Company
     manufacture a Kingsley Coach, a deposit or down payment is
     required of the customer.  The amount of deposit varies
     based on the terms of the contract.  The Company treats
     these deposits as unearned revenue until the Coach is
     delivered to the customer.  At December 31, 1999, deposits
     had been collected on 15 Kingsleys in various stages of
     completion.

Note 6    PREFERRED STOCK

     The Certificate of Incorporation of Micro-Hydro Power, Inc.,
     a Delaware corporation, 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 December 31, 1999.

Note 7    PLAN OF REORGANIZATION/ISSUANCE OF STOCK

     As referenced in Note 1 the Agreement and Plan of
     Reorganization set forth that Micro-Hydro Power would issue
     7,000,000 shares to equity interest holders of Kingsley.  At
     the time of said issuance, Micro-Hydro Power had 300,010
     shares outstanding and issued additional shares as follows:
     (1) 300,000 pre-split shares of common stock to individuals
     including directors and executive officers who have provided
     non-capital raising services to the Company, pursuant to
     Form S-8 filed on or about December 18, 1998 with the
     Securities and Exchange Commission; (2) 100,000 "restricted
     securities" for other services rendered; and (3), 2,400,000
     "restricted securities" (approximately 80% of which to be
     held in escrow subject to funding of the reorganized Company
     through the sale of an additional 2,000,000 pre-split shares
     of "restricted securities" in consideration of $2,000,000).

     In January, 1999, the Company resolved to compensate its
     directors and officers, on an annual basis, by issuing
     50,000 "restricted" common shares.  These shares would be
     restricted for one year.  In February, 1999, 600,000 pre-
     split shares were issued to said officers and directors for
     services in 1999 and 2000, valued at $0.15 per share for a
     total of $90,000.  Approximately $45,000 has been deferred
     to be charged against 2000 earnings.

     Also in January, 1999, the board authorized and directed the
     Company to issue 75,000 pre-split shares of "restricted "
     common stock to a related party as compensation for services
     promoting public awareness of the Company.  The value of
     this service has been recorded at $0.15 per share or
     $11,250.

     In February, 1999, the Company issued 626,000 "restricted"
     pre-split common shares to certain employees and affiliates
     of the Company for services rendered.  These shares were
     valued at $.15 per share, or $93,900.

     On September 17, 1999, the Company issued 100,000 tradable,
     pre-split common shares to a consultant as compensation for
     future services to be rendered beyond involvement in capital
     raising or secondary offering activities, valued at $.687
     per share or $68,700.  Approximately $45,800 has been
     deferred to be charged against 2000 earnings.

     In November, 1999, the Company effected a reverse split of
     all outstanding common shares on a 1 for 2 (1:2) basis while
     retaining the stated par value of $.00001 and authorized
     shares; all fractional shares being rounded up to the
     nearest whole share with appropriate adjustments being made
     in the additional paid-in capital and stated capital
     accounts of Company.

Note 8    PROPERTY AND EQUIPMENT

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

                                   Accumulated    Net    Method/
 Asset Class              Cost    Depreciation    Book   Life
 ----------------------------------------------------------------
 Furniture             $  1,329      $   (515)    $ 814   MACRS/7

 Electronic Equipment     4,840        (2,517)     2,323  MACRS/5

 Tools                   94,293       (49,522)    44,771  MACRS/5

 Leasehold Improvements   2,357           (20)     2,337  SL/39

 Intangible property    150,000            -0-   150,000  Per unit
                        -------       -------    -------   Prod.
    Total              $252,819      $(52,574)  $200,245
                        =======       =======    =======


     Depreciation expense was $30,824, in 1999, and $21,217 in
     1998.

     In May of 1999, the Company acquired intellectual property
     from a related party (DRK, Inc., or "DRK"), which shares
     common ownership with the Company, representing 100%of the
     rights to an extended sleeper cab with slide-outs, unique in
     the trucking industry. The rights to the intellectual
     property were purchased for 1,000,000 pre-split shares of
     restricted common stock.  The asset was valued at $0.15 per
     share for a total of $150,000.  This cost is being amortized
     at $250 per unit over an estimated 600 units to be produced
     in the next eight to ten years.  No units were produced in
     1999.  The first units were produced in 2000.

Note 9    PLANT LEASE/NOTE PAYABLE

     In January, 1999, the Company relocated its production
     facility to Middleburg, Pennsylvania, to a plant that is
     shared by a subcontractor who participates in the
     production of Kingsley Coaches.  The Company entered into an
     agreement for a period of three years with annual rent
     charges of $1 plus a prorated share of common expenses such
     as taxes and insurance.  Prior to relocation, the Company
     leased a facility in Houston, Texas, on a month-to-month
     basis.  The Company is leasing additional office/operating
     space, in Middleburg, on a month-to-month basis for
     approximately $3,357 per month.  Total rent paid for the
     periods ended December 31, 1999 and 1998 were $43,144 and
     $30,167.

     In connection with the plant lease, the Company accepted a
     loan for $200,000 from the subcontractor and granted it
     exclusive recreational vehicle manufacturing rights for the
     agreement period (effective September 10, 1998 for three
     years).  Repayment of the loan is based on a $5,000 per body
     charge to be billed as units are built for Kingsley.  In
     1999, an additional $75,000 was loaned to the Company.
     However, the loan balance has been reduced to $165,000 as of
     December 31, 1999 due to production activity.  In the event
     that the loan is not repaid through the per-body charge, it
     is payable on demand.  The loan is non-interest bearing.

Note 10   NOTE PAYABLE/RENTAL INCOME

     A relative of an officer of the Company has purchased
     several Kingsley Coaches.  In 1998, he sold two back to the
     Company in exchange for a note.  The note, dated May 1,
     1998, bears interest at 9% and has a monthly payment of
     $6,474.  The original amount of the note is $502,000.  The
     Company repaid approximately $22,477 during 1998 and $36,214
     during 1999.  The two Kingsley Coaches are still owned by
     the Company as of December 31, 1999, and through the date of
     this report.  One Kingsley was rented for a period of time
     to an individual/customer on a month-to-month basis during
     1998 and is now being used as a demonstrator model.  Total
     rents received during 1998 were $29,800.  The other Kingsley
     is on display as a demo-unit for the Company until it is
     sold.

          Scheduled maturities of long-term debt are as follows:

           Year Ending October 31:          Amount
           ----------------------           ------
                  2000                   $  38,983

                  2001                      42,635

                  2002                      46,639

                  2003                      51,014

            2004 and thereafter            268,378
                                           -------
                                         $ 447,649
                                          ========
Note 11   INVENTORY

     As of December 31, 1999, inventory consists of parts, work-
     in-process, and finished units.  Most parts are purchased
     and charged to the job.  However, other items are purchased
     in bulk and can be used on all Kingsleys.  As of December
     31, 1999, cost approximates market value and no adjustment
     has been recorded.  Work-in-process inventory consists of
     several Kingsley Coaches at various stages of production.
     Total inventory as of December 31, 1999 is as follows:

                 Parts inventory          $ 29,895

                 Work-in-process           203,464

                 Finished Units/Demos      502,000
                                           -------
                                          $735,359
                                           =======

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.

     On March 1, 1999, a lawsuit was filed against the Company in
     the Supreme Court of Maricopa County, Arizona,  alleging
     that an individual, on behalf of Kingsley, contracted with a
     consultant to provide certain "management services" in
     exchange for 15,000 shares of free trading Kingsley common
     stock.  The plaintiff further alleges that Kingsley failed
     to pay the 15,000 shares of stock, and is seeking
     approximately $52,000 in damages, plus attorney fees.  The
     Company maintains that the individual had no authority to
     execute on its behalf and further that "management services"
     were not provided.

Note 13   LEGAL SETTLEMENT RECEIVABLE

     On August 16, 1999, the Company was served with a lawsuit
     alleging that consultants (Plaintiffs) located investors and
     investment opportunities for the Company, but that the
     Company did not cooperate in finalizing these investments,
     and as a result, the Plaintiffs were injured and could not
     receive common stock of the Company being held in escrow for
     their benefit (see Note 7).  The Company counterclaimed
     against the Plaintiff, and subsequently reached a settlement
     of all related claims and causes.  The terms of the
     settlement provided that The Kingsley Coach, Inc., would
     receive $550,000, payable from the proceeds of the sale of
     stock which had been placed in escrow in the previous
     agreement.  550,000 post-split shares of Kingsley stock were
     placed with an escrow agent designated by the Company.
     Plaintiffs were to execute an irrevocable stock power
     allowing said escrow agent to sell the stock as directed by
     Plaintiffs, provided that any sale should be at a price not
     less than $1.00 per share; the first $1.00 per share of
     sales proceeds to be remitted to the Company and any excess
     over $1.00 to be remitted to Plaintiffs.  The Company was to
     be responsible for payment of escrow fees and costs.  Any
     unsold shares in escrow, after 90 days from the settlement
     date, should revert to The Kingsley Coach, Inc.  In February
     and March, 2000, the Company collected $503,750 from the
     sale of these shares.  On February 29, 2000, 50,000 shares
     were transferred to a securities company for services.  The
     Company considers the settlement receivable satisfied for
     the full $550,000.

Note 14   PREPAID EXPENSES/MANAGEMENT SERVICES CONTRACT

          Prepaid expenses as of December 31, 1999, consist of
          the following:

Prepaid outside professional fees - Notes 7 & 15        $ 204,800

Management services retainer (see below)                  336,090

Prepaid officer and director fees - Note 7                 45,000

Other expenses                                              5,000
                                                          -------
                Total                                    $590,890
                                                          =======

     In May of 1999, the Company entered into a management
     services agreement with DRK, which is a group of individuals
     who have been directly involved in the research,
     development, design, engineering, sales and manufacture of
     Kingsley Coaches since inception. The six-year contract
     (which is based on five years of production) provides for
     management and production services with performance-based
     incentives, including monthly fixed base payments equal to
     actual cost, and incentive-based payments calculated
     quarterly. The Company issued 2,000,000 pre-split shares of
     restricted common stock for partial payment of this
     agreement. This agreement is significant and could effect a
     change in control of The Kingsley Coach, Inc.  Total monthly
     fixed base payments for 1999 were approximately $343,000.
     All performance-based incentives were waived for 1999.  The
     value of the issued shares was calculated at a discounted
     price of approximately $0.19 per share or $378,102.

     The management agreement allows for half of the 2,000,000
     (or 1,000,000) pre-split common shares to revert back to the
     treasury of the Company if performance goals are not met
     over the five year period beginning January 1, 2000.  To
     allocate the cost of the management service over the
     contract period, the Company will amortize the expense on a
     straight line basis at approximately $5,251 per month.
     Amortization for 1999 was $42,011.

Note 15   PROFESSIONAL SERVICES LIABILITY/SUBSEQUENT EVENT

     On December 13, 1999, the Company resolved to compensate six
     professionals with common stock in lieu of cash.  As of
     December 31, 1999, a liability was accrued for $318,000 as
     the amount of which the value would not exceed.
     Approximately half of the services were provided in 1999 and
     the balance is to be provided in 2000.  On January 6, 2000,
     the Company filed a Form S-8 statement under the Securities
     Act of 1933 to register 955,000 shares of common stock which
     were issued in satisfaction of this liability.

Note 16   PURCHASE AGREEMENT/SUBSEQUENT EVENT

     On December 28, 1999, the Company signed a purchase
     agreement with a trucking company which essentially provides
     that for a deposit of $300,000, ($6,000 for 50 units) the
     Company will reserve the next order slots for production of
     Kinglsey Coaches over the next eighteen (18) months.  The
     $300,000 was collected in January of 2000.  The agreement is
     automatically renewable by mutual consent.

Note 17   LINE OF CREDIT

     The Company entered into an Agreement for Wholesale
     Financing on November 1, 1999, with a financial services
     corporation.  The terms allow the Company up to $500,000 of
     credit, to purchase inventory from approved vendors and "for
     other purposes."  Advances are secured by the inventory
     and/or components financed.  Further, an individual, who is
     also a shareholder of the Company, has signed a personal
     guaranty to the Agreement   Terms for credit are not set
     forth in the Agreement but are determined with each advance
     and depend, in part, on availability of vendor discounts,
     payment terms or other incentives, prevailing economic
     conditions or other such factors which may vary from time to
     time.  During 1999 the Company received approximately four
     advances totaling $149,132 with interest at approximately
     8.875%, which they repaid.  The balance due on the Agreement
     as of December 31, 1999 was $109.


Item 8.  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

    None; Not Applicable.


PART III

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

    Identification of Directors and Executive Officers
    --------------------------------------------------

     The following table sets forth, in  alphabetical  order,
the names and the nature of all positions and offices held by all
directors and executive officers of the Company for the Company
year ending  December 31, 1999,  and the period or periods
during which each such  director or executive officer served in
his or her respective positions.

                            Management

Names                    Title or Position              Age

Terry Watkins            CEO                             49
Ralph Dickenson          CEO, Chairman and President     60
Verdo Lancaster          Vice President and Director     60
Richard Duston           Sec/Tres and Director           50
Catherine Rimes          Director                        38
James Whitehead          Director                        57


Officers and Directors

     Ralph Dickenson.  Mr. Dickenson is the Chairman and
co-founder of the Kinglsey Coach line of vehicles.  With over 30
years in the transportation industry, Mr. Dickenson has been
involved in the transit bus, charter bus, school bus industry as
well as transit bus re-manufacturing, sales and service of all
types of buses and trucks.

     Terry Watkins.  Mr. Watkins is the Chief Executive Officer.
Mr. Watkins graduated from Purdue University in 1974 with a BA in
English Literature.  He also earned Masters Degrees from
University of Texas (Creative Writing) and from Bowling Green
State University (Accountancy).  He spent three years in US Army
and another four years teaching English and Accounting at two
major universities.  His career in the transportation industry
began fifteen years ago and includes employment in various
financial and operational capacities with such companies as US
Transportation Systems, Tem-Cole Systems and Greater Southwest
Transport Company.  He also has an extensive background in
agriculture, acting as the General Manager of the country's
largest red radish producer.  Mr. Watkins joined Kingsley as CEO
on March 1, 2000.

     Verdo Lancaster.  Mr. Lancaster is Vice President of Sales
and a director.  Mr. Lancaster has many years of experience in
the mobile home industry and has owned recreational vehicles over
the last 30 years.

     Richard Duston, Director.  Mr. Duston currently works for
Waters Truck & Tractor Co., Inc. as a comptroller.  Waters Truck
& Tractor is the 2nd largest Navistar dealer in the southeast
U.S. and is a 60 year old family-owned company.  BS Degree from
Mississippi State University in accounting in 1975.  MPA Degree
from Mississippi State University in 1976 and a Graduate Degree
from the School of Banking of the South in 1985.

     Catherine Rimes, Director.  Ms. Rimes is the daughter of
Ralph Dickenson and basically grew up in the transportation
industry working with and learning from her father.  She came up
through the ranks working as a bus cleaner and general office
assistant to eventually being put in charge of special projects
and ultimately asked to serve as the President of several
divisions.  Her responsibilities include customer relations,
contract negotiations, lease fleet management, personnel,
marketing and advertising.

     James Whitehead, Director.  Mr. Whitehead is currently CEO
of Whitehead Brothers, a nationwide freight trucking company with
fifty trucks and 62 employees.  He is also co-owner of Lake City
Logistics in Eufaula, Alabama.

    Significant employees
    ----------------------

    None

    Family relationships
    ---------------------

    Catherine Rimes is the daughter of Ralph Dickenson

    Officer/Director bankruptcies, criminal convictions orders or
violations re: securities, business or banking laws
    -----------------------------------------------------------

    None

    Compliance with Section 16(a) of the Securities Exchange Act
of 1934
    -----------------------------------------------------------

    The following reports were not filed by officer, directors or
10% shareholder during 1999:

DRK:                Form 3, due 2/21/99
                    Form 4, due 6/7/99
                    Form 4, due 1/9/00
                    Form 5, due 2/14/00

Catherine Rimes:    Form 3, due 2/21/99
                    Form 4, due 6/7/99
                    Form 4, due 1/9/00
                    Form 5, due 2/14/00

George Carlson:     Form 3, due 2/21/99
                    Form 4, due 6/7/99
                    Form 4, due 1/9/00
                    Form 5, due 2/14/00

Richard Duston:     Form 3, due 2/27/99
                    Form 4, due 1/9/00
                    Form 5, due 2/14/00

Verdo Lancaster:    Form 3, due 7/29/99
                    Form 4, due 1/9/00
                    Form 5, due 2/14/00

Item 10.  Executive Compensation
--------------------------------

    No compensation was paid to any officer or director in 1999
other than the issuance to each director of 100,000 shares of
Kingsley common stock, which was to pay for director services for
1999 and 2000.

    Mr. Watkins' compensation in 2000 has been established at
$100,000 per year plus common stock issuance of up to 100,000
shares, dependent upon certain performance criteria of the
Company.

    No other information is applicable to the Company under Item
10 of this disclosure.


Item 11.  Security Ownership of Certain Beneficial Owners and
Management
---------------------------------------------------------------

    The following  table sets forth the  shareholdings  of those
persons who own more than five percent of the Company's common
stock as of the date hereof:

<TABLE>
<CAPTION>
                         Number and Percentage*
                     of Shares Beneficially Owned
                     ----------------------------

Name and Address            # of Shares               % of Class
----------------         --------------------          ---------
<S>                       <C>                           <C>


Verdo Lancaster            1,581,250                     18.82%
33236 Walker N. Rd
Walker, LA 70785

Richard Duston               367,490                      4.37%
904 College St.
Columbus, MS 39701

DRK, Inc.*
14010 Sunfish Lake Blvd    2,501,385                     29.76%
Anoka, MN 55303

Cede & Co.                 1,385,359                     16.48%
Depository Trust Co.
55 Water St. 2SL
New York, NY 10041

*owned by Catherine Rimes (50%) and George Carlson (50%)

</TABLE>

     The following  table sets forth the  shareholdings  of those
persons who are officers and directors of the Company as of the
date hereof:

<TABLE>
<CAPTION>
                      Number and Percentage*
                   of Shares Beneficially Owned
                   ----------------------------

Name and Address           # of Shares               % of Class
----------------        --------------------          ---------
<S>                          <C>                           <C>

Ralph Dickenson                0                             0%
14010 Sunfish Lake Blvd
Anoka, MN 55303

Terry Watkins                  0                             0%
64 Old Route 522
Middleburg, PA 17842

George Carlson             92,500 directly                1.10%
5091 143rd Ave.         1,250,693 beneficially*          14.88%
Ramsey, MN 55303

Verdo Lancaster         1,581,250                        18.82%
33236 Walker N. Rd
Walker, LA 70785

Richard Duston            367,490                         4.37%
904 College St.
Columbus, MS 39701

James Whitehead            33,995                          .40%
14010 Sunfish Lake Blvd
Anoka, MN  55303

Catherine Rimes             1,000 directly                 .01%
1828 Halloway Road      1,250,693 beneficially*          14.88%
Lebanon, TN  37090

*Catherine Rimes and George Carlson each have a 50% interest in
DRK, Inc.
</TABLE>


    Arrangements that may result in loss of control of Company
    -----------------------------------------------------------

    None; not applicable

Item 12. Certain Relationships and Related Transactions.
-------------------------------------------------------

    With directors or executive officers
    ------------------------------------------

     In 1999, Directors were issued 100,000 restricted shares of
common stock as compensation for director services for 1999 and
2000.  Directors were not involved in any material transactions
with the Company, other than the Company's agreement to pay for
Ralph Dickenson's costs to relocate to Pennsylvania.

     In 1999, Kingsley entered into a five-year contract with DRK
Inc. to provide its remaining management and production services
and staff, with contract contains performance-based incentives,
including monthly fixed base payments equal to actual cost, and
incentive based payments calculated quarterly. Catherine Rimes
and George Carlson each control 50% of DRK, Inc.

    With nominees
    --------------

    None

    With security holders named in response to Item 11
    -----------------------------------------------------

    Verdo Lancaster is a holder of notes in the amount of
$537,846 due to him from the Company

    With immediate family members
    -----------------------------

    Wilbur Rimes, husband of Catherine Rimes, is owed $408,663 by
the Company

    Transactions with promoters
    ----------------------------------------------

     Pursuant to a Settlement Agreement between Kingsley Coach,
Inc. and Russell A. Ratliff, dated December 23, 1999, Ratliff
agreed to pay Kingsley $550,000 secured by 550,000 shares of
Kingsley common stock previously issued to Ratliff.


Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

    Reports on Form 8-K
    -------------------

    An 8-K/A2 was filed on 1/12/99, disclosing the Agreement and
Plan of Reorganization signed between the parties on 12/18/98,
and a meeting of the shareholders set for January 4, 1999 to
change the name of the Company to Kingsley Coach, Inc., and to
effect a 2-to-1 reverse split of the common stock of the Company.

    An 8-K/A3 was filed on 3/3/99, disclosing the auditor's
report for the Company for the year ended December 31, 1998.


Exhibits*
--------
Where Incorporated in this Report
------------------------------

Exhibit Number     Description
--------------     -----------

Ex-27              Financial Date Schedule.



     *    Summaries of all exhibits contained within this Report
are modified in their entirety by reference to these Exhibits.

     **   These documents and related exhibits have been
previously filed with the Securities and Exchange Commission and
are incorporated herein by reference.

                     SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the  Registrant  has duly
caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                           KINGSLEY COACH, INC.

Date:  By/S/4-19-00           By/S/Terry Watkins
                              CEO


Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this  Report has been  signed  below by the
following  persons on behalf of the Registrant and in the
capacities and on the dates indicated:


                             KINGSLEY COACH, INC.

Date:  By/S/4-19-00          By/S/Terry Watkins
                             CEO