United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.   20549

FORM 10-KSB



|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended - December 31, 2003
|----- | ----------------------------------------------------------------------------------------------------------------------------------
|OR    |                                                                                                                                   
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
For the transition period from          

Commission file number 000-50229

COUNTRYSIDE REVIEW INC. 
(Exact name of registrant as specified in its charter)



|NEVADA
(State or other jurisdiction of incorporation or organization) | N/A 
(Employer Identification No.)
|--------------------------------------------------------------------- | ----------------------------------

COUNTRYSIDE REVIEW INC.
7225 Blenheim Street
Vancouver, British Columbia 
Canada V6N 1S2
(Address of principal executive offices, including zip code.)

(604) 899-1533
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock

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

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, 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.   [   ]





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State Issuer's revenues for its most recent fiscal year.  December 31, 2003 - $0.00.

The current market value of the common stock held by non-affiliates on March 16, 2004 is $7,500,000.There are approximately 6,000,000shares of common voting stock of the Registrant held by non-affiliates.  There is no public market for the Registrant's securities so these shares have been valued at par value of $0.00001 per share.

Issuers involved in Bankruptcy Proceedings during the past Five Years.

Not Applicable.

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: March 16, 2004 -10,000,000shares of Common Stock

Transitional Small Business Issuer Format         
YES [X]     NO [   ]

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.

















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PART I

Item 1.   Description of Business.

We were incorporated in the State of Nevada on December 7, 2001. We are engaged in the creation and maintenance of an online equestrian/lifestyle magazine.

Our administrative office is located at 7225 Blenheim Street, Vancouver, British Columbia, Canada V6N 1S2 and our telephone number is  (604) 899-1533.  This is the home of Lisa Zumpano, our secretary/treasurer, chief financial officer and a member of the board of directors.  We use a portion of Ms. Zumpano's home for our office and pay Ms. Zumpano $1,000 per month.  There is no written agreement for this lease.  We expect to utilize such accommodations for administrative purposes for a minimum of three years at a cost of $1,000 per month or a total of $36,000.  Our registered statutory office is located at 2267 Aria Drive, Henderson, Nevada 89052. Our fiscal year end is December 31.

Background

We are a start-up stage company that has completed our initial development of our Internet Equestrian Magazine.  Equestrian is defined as relating to horsemanship or horseback riding.  In order to generate revenues for our operations, we intend to sell space to advertisers on our web-site.  Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar business plans.

Web-site

We have established an Internet web-site and call it  "Countryside Review."
The Review is an Equestrian Internet Magazine.  We supply information about

*   General horse care
*   Current events
*   New and emerging equestrian products and services
*   Training methods
*   Veterinarian advice
*   Hoof care
*   Classified advertisements
*   Publications, including books and magazines
*   Items we believe will be of interest to equestrians, including but not limited to travel, lodging, food and clothing.





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The domain name www.countrysidereview.com is registered in the name of Lisa Zumpano,  our secretary/treasurer.  Ms. Zumpano holds the name on our behalf pursuant to a letter agreement dated April 15, 2002. We intend to sell space on the website to companies, organizations and individuals.  While we intend to direct our advertising toward equestrian related products and services, we will accept advertising from any source. We do not believe that accepting from sources other than equestrian related products and services will divert our focus away from an equestrian audience.   The fee to be charged for the Internet space will depend upon the type of listing an advertiser is interested in obtaining.  Currently, the following fee structure is being considered:



| | 1. | Listing      | $ | 30.00 U.S. / month                  
| | -- | ------------ | - | ------------------------------------
| | 2. | Column Ad    | $ | 800.00 U.S./ month                  
| | 3. | Full Page Ad | $ | 1,000.00 U.S./ month                
| | 4. | Banner Ad    |   | traffic dependent/exchange dependent

We intend to sell advertising space on our website through direct, personal contact by our officers with prospective advertisers. We intend to purchase advertising space in printed magazines and on other websites in order to attract potential advertisers to our website.  If and when we begin generating a profit from our operations, we anticipate employing representatives to sell advertising space on the website.   We intend to contact providers of equestrian products and services, such as tack stores, training facilities, show organizers, vacation specialists etc.

We also intend to provide an e-link directly to our advertisers and to others.   An e-link is the ability to connect to other web-sites through our own and is  also known as a hypertext link.  Hyperlinks are commonly found on most web-sites.  There is no additional charge for the e-link service.  It is included in the listing fee.

Source for Information We Intend to Distribute

The information will be gathered by our officers and directors, all of whom are experienced equestrians.  Our officers and directors will prepare and edit articles for inclusion on the web-site.   We do not expect to have to pay for any information we obtain, however, in the event that we do, we have allocated for such preparation of articles.

We intend to obtain the information that will appear on our website from veterinarians, blacksmiths, training guides, trainers, riders, show results, show participants and administrators, and nutritional guides and nutritionists.

Related Events

On October 8, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, SEC File no. 333-84208. We offered up to 6,000,000 shares at $0.01 per share.





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On April 4, 2003, we completed our public offering by raising $60,000 and sold 6,000,000 shares at our offering price of $0.10. There was no underwriter.

From the effective date of the registration statement to the ending date of the reporting period, December 31, 2003, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid. The gross proceeds of the offering were $60,000. Funds were spent in accord with the prospectus and as recorded in the quarterly filings.

Competition

We will be competing with other equestrian websites and printed publications and there is no guarantee that we will be profitable. Examples of other internet web-sites are, equinecanada.com; eventingnews.com; equestriannews.com; horsecanada.com.  Examples of printed publications are Practical Horseman, Chronicle of the Horse, Equus and Horse Sport.

Employees and Employment Agreements

At present, we have no employees, other than our officers and directors.  Our officers and directors are part-time employees and will devote about 25% of their time to our operation.  Our officers and directors do not have employment agreements with us.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt  plans in the future.  There are presently no personal benefits available to our officers and directors.

Risks Factors

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease operations.
2. We have a limited operating history and have losses which we expect to continue into the future, there is no assurance our operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, we will cease operations.





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Based upon current results, we expect to incur operating losses in future periods.  This will happen we believe unless we begin to generate revenue from our web-site.  We cannot guarantee that we will be successful in generating revenue in the future.  Failure to generate revenues will cause us to cease operations and go out of business.

1. We have no paying advertisers and if we can't attract advertisers for our Internet magazine we will be unable to generate revenues.  If that happens, we will have to cease operations.
2. Because we are small and do not have much capital, we must limit marketing our website to potential customers.  As a result, we may not be able to attract enough advertising to operate profitably, we will cease operations.
3. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations
4. Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them.  This means that you may have difficulty reselling your shares and may cause the price of the shares to decline.





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ITEM 2.   DESCRIPTION OF PROPERTIES.

Our administrative office is located at 7225 Blenheim Street, Vancouver, British Columbia, Canada V6N 1S2 and our telephone number is  (604) 899-1533.  This is the home of Lisa Zumpano, our secretary/treasurer, chief financial officer and a member of the board of directors.  We use a portion of Ms. Zumpano's home for our office and pay Ms. Zumpano $1,000 per month.  There is no written agreement for this lease.  We expect to utilize such accommodations for administrative purposes for a minimum of three years at a cost of $1,000 per month or a total of $36,000.  Our registered statutory office is located at 2267 Aria Drive, Henderson, Nevada 89052. We have no real property.

ITEM 3.   LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

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

There were no matters submitted to the shareholders during the fourth quarter of 2003.

PART II

ITEM 5.   MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

An extremely limited market exists for our securities and there is no assurance that a regular trading market will develop, or if developed, that it will be sustained.  On November 7, 2003, our securities began trading on the over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol "CSRW." As trading is thin and sporadic, a shareholder may therefore be unable to resell the securities referred to herein should he or she desire to do so.  Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.  On December 31, 2003, the bid price was $0.10.  The following sets forth a summary of trading prices from November 7, 2003 through December 31, 2003:

|Quarter ended
2003 | High Bid | Low Bid | 
|------------------ | -------- | ------- | 

| | December 31 | 0.10 | 0.01 | 
| | ----------- | ---- | ---- | 

We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 10,000,000 shares of common stock outstanding as of December 31, 2003, 4,000,000 shares were issued to our officers and directors, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.





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At December 31, 2003, there were 28 holders of record including shares held by brokerage clearing houses, depositories or otherwise in unregistered form.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Our Public Offering

On October 8, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective.  The SEC file number is 333-84208.  We offered 6,000,000 shares at $0.01 and completed our public offering on April 4, 2003 by raising $60,000.  There was no underwriter.

Since completing our public offering, we have spent the proceeds as follows:





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a.   Repayment of loans from our shareholders, $12,000 at 10% interest in December 2002 and $3,500 at 10% in March 2003.  These loans, plus accrued interest in the amount $437.50, were repaid during April 2003.  These loans were original made for (1) legal expenses of $11,975 for balance owing for preparation of this registration statement, an escrow fee and preparation and filing of Form 10-QSB for the period ended September 30, 2003, and (2) accounting fees of $3,482.25 for the retainer to prepare December 2002 year-end and March 2003 quarter-ended financial statements;

b.   Legal expenses in the amount of $4,071.08 for the preparation and filing of Form 10-KSB, Form 8-A and Form 3s and filing expenses fees of $1,269.14;

c.   Accounting fees of $9,386.75 and bookkeeping fees of $277.08;

d.   Rent and related expenses of $12,000.00;

e.   Set-up fees of $975.00 with our transfer agent and CUSIP, and $540 for printing and issuing our stock certificates;

f.   Website design fees in the amount of $2,285.00;

g.   Office expenses in the amount of $870.34;

h.   Bank fees in the amount of $41.52; and

i.   Corporate reporting and filing fees in the amount of $480.00.

Leaving a balance of $11.866.69 as of December 31, 2003.

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

Cautionary Statement Regarding Forward-looking Statements

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.   You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up corporation which has created an Internet Equestrian Magazine.  We have initiated our plan of operation and we have not yet generated or realized any revenues from our business operations.





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Our auditors have issued a going concern opinion.  This means that our auditors believe there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues. At this time our officers are unwilling to make any commitments to loan us any money. If we need additional cash and can't raise it,  we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Plan of operation

Our specific goal is to create a profitable Internet Equestrian Magazine. Our web-site is operational and we have written and posted articles for our first edition. The articles cover lifestyle, current events, general horse care and product features.  We have also had a guest speaker who has posted numerous articles for our web-site and we will pursue additional guest speakers

We have initiated a sales and marketing effort with the hope of obtaining advertising for the inclusion on our web-site.  We are contacting equestrian related businesses by telephone, by email and in letters.  Our immediate objective is to generate enough revenue to breakeven, we believe our breakeven cost to be $3,600 per month.

If we can't generate sufficient revenues to continue operations, we will suspend or cease  operations.  If we cease operations, we don't know what we will do and we don't have any plans to do anything.

Limited Operating History; Need for Additional Capital

There is  limited  historical financial information about us on which to base an evaluation of our performance.  We are a start-up corporation with no revenues.  We cannot guarantee we will be successful in our future business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we will have to attract advertisers; create a quality Internet magazine; and generate a profit.

We have no assurance that future financing will be available to us on acceptable terms.  If  financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.





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Results of Operations

Our company has posted losses of $38,755 for the year ended December 31, 2003.  The principle components of the loss were professional fees, development of our web-site and rent and related expenses.  We do not anticipate earning revenues until such time as we are able to achieve sales of advertising and classified ads from our web-site. We have initiated a marketing and sales plan, however there is no assurance that the amount of revenue, if any, will cover our expenses.  We are still in our development stage and we can provide no assurance that we will be able to earn sufficient revenues from our web-site to achieve profitability.

Liquidity and Capital Resources

As of the date of this annual report , we have yet to generate any revenues from our business operations.  We anticipate continuing operating losses in the foreseeable future.  We base this expectation in part, but are not limited to:

(1)     Our ability to develop a commercially marketable internet web-site with information and features sought by internet users.

(2)     Our ability to successfully market our web-site to advertisers who are prepared to pay for advertising on our web-site.

(3)     Competition from competing web-sites.

As of December 31, 2003 our total assets were $11,879 and our total liabilities were $6,731.

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Table of Contents



|Independent Auditor's Report                | F-1
|------------------------------------------- | ---
|Financial Statements                        |    
|Balance Sheet                               | F-2
|Statement of Operations                     | F-3
|Statement of Stockholder's Equity (Deficit) | F-4
|Statement of Cash Flows                     | F-5
|Notes to Financial Statements               | F-6





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Board of Directors and Stockholders
Countryside Review Inc.
Vancouver, British Columbia
Canada

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Countryside Review Inc. (a development stage enterprise) as of December 31, 2003 and 2002, and the related statements of operations, stockholders' equity and cash flows for the years then ended and for the period from December 7, 2001 (inception) through December 31, 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 generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Countryside Review Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, and for the period from December 7, 2001 (inception) through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2, the Company has been in the development stage since inception, has an accumulated deficit, and has no revenues.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.Certified Public AccountantsSpokane Washington

March 3, 2003





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|COUNTRYSIDE REVIEW, INC.                      
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|(A Development Stage Company)                 
|BALANCE SHEET                                 
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|ASSETS                                        
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|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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|NON-CASH ACTIVITIES                           
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The accompanying notes are an integral part of these financial statements.

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|COUNTRYSIDE REVIEW, INC.           
|-----------------------------------
|(A Development Stage Company)      
|STATEMENT OF OPERATIONS            
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|REVENUES                           
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|GENERAL AND ADMINISTRATIVE EXPENSES
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|OPERATING INCOME (LOSS)            
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|INTEREST EXPENSE                   
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|LOSS BEFORE INCOME TAXES           
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|PROVISION FOR TAXES                
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|NET LOSS                           
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|NET LOSS PER COMMON SHARE,         
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|WEIGHTED AVERAGE NUMBER            
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The accompanying notes are an integral part of these financial statements.

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|COUNTRYSIDE REVIEW, INC.                   
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|(A Development Stage Company)              
|STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
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|Common stock issued for cash in December   
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|Net loss for the year ended                
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|BALANCE, December 31, 2001                 
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|Net loss for the year ended                
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|BALANCE, December 31, 2002                 
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|Common stock issued for cash in April 2003 
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|Net loss for the year ended                
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|BALANCE, December 31, 2003                 









The accompanying notes are an integral part of these financial statements.

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|COUNTRYSIDE REVIEW, INC.                     
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|(A Development Stage Company)                
|STATEMENTS OF CASH FLOWS                     
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|CASH FLOWS FROM OPERATING ACTIVITIES:        
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|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES: 
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|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: 
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|Cash and cash equivalents beginning of period
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|Cash and cash equivalents end of period      
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|SUPPLEMENTAL CASH FLOW DISCLOSURES:          
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|NON-CASH ACTIVITIES                          
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The accompanying notes are an integral part of these financial statements.

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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Countryside Review Inc. (hereinafter "the Company") was incorporated on December 7, 2001 under the laws of the State of Nevada primarily for the purpose of developing an on-line equestrian lifestyle magazine for the amateur rider and horse owner. The magazine is intended to fill the gap between horse care and lifestyle considerations for the horse owner. The Company plans to create revenue in the same manner as traditional print magazines, e.g., product features, advertisements and classified ads.

The Company's principal office is located in Vancouver, British Columbia, Canada. The Company's year-end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company's financial statements are prepared using the accrual method of accounting.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Development Stage Activities
The Company has been in the development stage since its formation on December 7, 2001 and has not realized revenues from its planned operations. It is primarily engaged in development of an on-line equestrian lifestyle magazine.

Concentration of Risk
The Company maintains a cash account in one commercial bank in Vancouver, British Columbia, Canada. The Company's cash account is a business checking account maintained in U.S. dollars, which totaled $11,789 and $91 at December 31, 2003 and 2002, respectively. This account is not insured.

Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.





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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 131"), as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", and SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".  These standards establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At December 31, 2003 and 2002, the Company had not engaged in any transactions that would be considered derivative instruments or hedging activities.

Foreign Currency Translation Gains/Losses
The Company has adopted Financial Accounting Standard No. 52. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the year, except gains or losses relating to long-term debt that are deferred and amortized over the remaining term of the debt. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

Impaired Asset Policy
In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144 replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."  This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued





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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impaired Asset Policy (continued)
operations. SFAS No. 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. The Company has no long-lived assets at the present time and therefore no adjustments are needed to the carrying value of its assets at December 31, 2003.

Fair Value of Financial Instruments
The carrying amounts for cash, accounts payable, and accrued expenses approximate their fair value.

Revenue Recognition
Revenues and cost of revenues will be recognized when services or products are furnished or delivered. At December 31, 2003 and 2002, no revenues were realized or recognized by the Company.

Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Statements No. 109 "Accounting for Income Taxes" (hereinafter "SFAS No. 109".)  Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

Basic and Diluted Loss Per Share
Net loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. At December 31, 2003 and 2002, basic and diluted loss per share are the same, as there were no common stock equivalents outstanding.

Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements, the Company has generated no revenues since inception.  For the years ended December 31, 2003 and 2002, the Company recorded losses of $38,755 and $35,500, respectively, and had an accumulated deficit.  The Company, being a development stage enterprise, is currently implementing a business plan that will, if successful, mitigate these factors that raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.





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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern (continued)
Management has established plans designed to generate sales of the Company's services and products. Management intends to seek capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

Recent Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150"). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company's financial statements are not impacted by the adoption of this statement.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149"). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company's financial statements are not impacted by the adoption of this statement.

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148 (hereinafter "SFAS No. 148"), "Accounting for Stock-Based Compensation - Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," 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, the statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosure 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 provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002. There has been no impact on the Company's financial condition or results of operations from adopting SFAS No. 148.

In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (hereinafter "SFAS No. 146"). SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a





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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)
contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 was issued in June 2002 and is effective for activities after June 30, 2003. There has been no impact on the Company's financial position or results of operations from adopting SFAS No. 146.

In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" (hereinafter "SFAS No. 145"), which updates, clarifies and simplifies existing accounting pronouncements. FASB No. 4, which required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related tax effect was rescinded. As a result, FASB No. 64, which amended FASB No. 4, was rescinded as it was no longer necessary. SFAS No. 145 amended FASB No. 13 to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. The Company adopted SFAS No. 145 which did not have a material effect on the financial position or results of operations of the Company at December 31, 2003.

Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.  This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.

NOTE 3 - RELATED PARTY TRANSACTIONS

A shareholder pays expenses on behalf of the Company as needed, and is reimbursed by the Company. At December 31, 2003, there is $279 owing to the shareholder.

There is an unwritten agreement for a month-to-month office tenancy, which commenced on December 15, 2001 between the Company and the shareholders. The Company pays a monthly rental amount of $1,000 and in return receives office space in the shareholder's home. As of December 31, 2003, a total of $12,000 was paid to the shareholders, of which $3,000 was in payment of the prior year liability.  There is $3,000 remaining to be paid at December 31, 2003 to a shareholder. This liability is included in accounts payable - shareholders in the accompanying financial statements.





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COUNTRYSIDE REVIEW, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

In December 2002, a shareholder loaned the Company $12,000 at 10% annual interest.  In March 2003, a shareholder loaned the Company $3,500 at 10% annual interest.  These loans, plus accrued interest of $361, were repaid during April 2003.

NOTE 4 - COMMON STOCK

Upon incorporation, the Company authorized the issuance of 200,000,000 shares of common stock at a par value of $0.00001 per share. The Company issued 4,000,000 shares of common stock for $40,000 cash during December 2001. The Company issued an additional 6,000,000 shares of common stock for $60,000 cash in April 2003. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Foreign Operations
For the years ending December 31, 2003 and 2002, the Company's balance sheet includes $11,879 and $91, respectively, relating to the Company's assets in Canada.  Although Canada is considered politically and economically stable, events can occur in a foreign country that are unanticipated and negatively impact the Company's operations.

NOTE 6 - INCOME TAXES

The significant components of the deferred tax asset at December 31, 2003 and December 31, 2002 were as follows:



|                                       |   | December 31, 2003 |   | December 31, 2002
|-------------------------------------- | - | ----------------- | - | -----------------
|Deferred tax asset:                    |   |                   |   |                  
|Net operating loss carryforward        | $ | 32,000            | $ | 19,000           
|Less valuation allowance for tax asset |   | (32,000)          |   | (19,000)         
|Net deferred tax asset                 | $ | -                 | $ | -                

At December 31, 2003 and 2002, the Company has net operating loss carryforwards of approximately $94,000 and $56,097, respectively, which expire in the years 2021 through 2023.  The change in the allowance account from December 31, 2002 to December 31, 2003 was $13,000.





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

There have been no disagreements on accounting and financial disclosures from our inception through the date of this Form 10-KSB. Our financial statements for the period from inception to December 31, 2003, included in this report have been audited by Williams and Webster, P.S., Certified Public Accountants, 601 West Riverside Avenue, Suite 1940, Spokane, Washington 99201, as set forth in their report included herein.

ITEM 8A.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Within 90 days prior to the date of this report, our management carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended December 31, 2003.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

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

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.





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The names, addresses, ages and positions of our present officers and directors are set forth below:



|Name                                                                              | Age | Position(s)                                                                             
|--------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------
|                                                                                  |     |                                                                                         
|Doug Berry
7225 Blenheim Street
Vancouver, British Columbia 
Canada V6N 1S2       | 46  | president, principal executive officer and a member of the board of directors           
|                                                                                  |     |                                                                                         
|Bernadette Berry
7225 Blenheim Street
Vancouver, British Columbia 
Canada V6N 1S2 | 45  | member of the board of directors                                                        
|                                                                                  |     |                                                                                         
|Lisa Zumpano
7225 Blenheim Street
Vancouver, British Columbia 
Canada V6N 1S2     | 33  | secretary/treasurer, principal financial officer and a member of the board of directors.

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Doug Berry - president, principal executive officer and member of the board of directors

Since inception on December 7, 2001, Doug Berry has been our president, principal executive officer and a member of our board of directors.  Mr. Berry is the husband of Bernadette Berry, a member our board of directors. Since 1994, Mr. Berry has been the president of D.B. Management Ltd., a private corporation located in Vancouver, British Columbia, which is owned and controlled by Mr. Berry and his wife, Bernadette Berry.  D.B. Management invests in start-up companies along with assisting capital raising, funding and other consulting activities.

Bernadette Berry - member of the board of directors

Since inception, Bernadette Berry has been a member of our board of directors.  Ms. Berry is the wife of Doug Berry, our president, chief executive officer and a member of our board of directors. From 1986 to 1993, Ms. Berry worked as a writer then editor at Koelnische Rundschau, one of the two major newspapers in Cologne, Germany.  Since 1994, Ms. Berry has been the producer and host of Wavelengths, a radio program produced on Fairchild Radio, AM 1470 in Vancouver, British Columbia.  Since 1994, Ms. Berry has also been the secretary of D.B. Management Ltd., a private corporation located in Vancouver, British Columbia, which is owned and controlled by Ms. Berry and her husband.  D.B. Management invests in start-up companies along with assisting in capital raising, funding and other consulting activities. Ms. Berry has been an avid rider since childhood and is involved in amateur horse competition.





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Lisa Zumpano - secretary/treasurer, principal financial officer and a member of the board of directors

Since inception, Lisa Zumpano has been our secretary/treasurer, principal financial officer and a member of our board of directors. Ms. Zumpano has a long history of equestrian involvement.  In 2001, she became a director of the Southlands Riding Club, located in Vancouver, B.C.  Ms. Zumpano has been active in assisting the club with the attraction of new members, the maintenance of bridle path trails in the area, and fund raising.  From March, 2000 to November 2001, Ms. Zumpano was president and a member of the board of directors of Uscribble.com Writing Inc., a website devoted to the creation and maintenance of an online literary community.  Uscribble was a wholly owned subsidiary corporation of L.C.M. Equity, Inc., a corporation that filed reports with the SEC pursuant to section 13 of the Securities Exchange Act of 1934.  L.C.M. Equity's business was the same as Uscribble.com until November 2001, when L.C.M Equity, Inc. completed a reverse acquisition with Regma Bio Technologies Limited, a United Kingdom corporation which is engaged in the business of biotechnological research.  At that time L.C.M. equity ceased operating as an online Internet literary community and began operating as a biotechnological research corporation. It continues to do so today.  From March 2000 to November  2001, Ms. Zumpano was also a director, secretary, treasurer and chief financial officer of L.C.M. Equity, Inc.  From 1997 to 2000, Ms. Zumpano was employed by Red Emerald Ltd., formerly known as  Neary Resources Corporation, a corporation located in Vancouver, British Columbia.  Red Emerald Ltd. was engaged in the business of introducing of a rare gemstone to the gem and jewelry business.  Ms. Zumpano was responsible for operations and from 1998 to 1999 was employed by Red Emerald in marketing.

Conflicts of Interest

The only conflicts of interest that we foresee are our officers and directors' devotion of time to other business activities that do not involve us and are unrelated to our operations or business.

There is no relationship between D.B. Management and us.  D.B. Management is not going to provide consulting services for us.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors:  have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person,





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director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;  were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;  were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act

Based upon a review of filings made with the SEC, all officers and directors are in compliance with their reporting obligations under section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

We have an audit committee and audit committee charter.  Our audit committee is comprised of all of our officers and directors.  None of directors are deemed independent.  All directors also hold positions as our officers.  A copy of our audit committee charter is filed as an exhibit to this report.  Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics.  A copy of the code of ethics is filed as an exhibit to this report.  We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.





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Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter.  Our disclosure committee is comprise of all of our officers and directors.  The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfulling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of our disclosure committee charter is filed with this report.

ITEM 10.   EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to the chief executive officer and the other highest paid executive officers during the three most recent fiscal years.

Summary Compensation Table



| | Long-Term Compensation
| | ----------------------

| | Annual Compensation | Awards | Payouts | 
| | ------------------- | ------ | ------- | 

|(a)                                            | (b)            | (c)          | (d)         | (e)                               | (f)                             | (g)                                                          | (h)                | (i)                              
|---------------------------------------------- | -------------- | ------------ | ----------- | --------------------------------- | ------------------------------- | ------------------------------------------------------------ | ------------------ | ---------------------------------
|Names Executive
Officer and Principal Position | Year
Ended     | Salary
(US$) | Bonus
(US$) | Other
Annual
Compen-
sation
(US$) | Under
Options/
SARs
Granted
(#) | Securities
Restricted
Shares or
Restricted
Share
Units (US$) | LTIP
Payouts
(US$) | Other
Annual
Compen-
sation
(US$)
|Doug Berry
President                           | 2003
2002
2001 | 0
0
0        | 0
0
0       | 0
0
0                             | 0
0
0                           | 0
0
0                                                        | 0
0
0              | 0
0
0                            
|                                               |                |              |             |                                   |                                 |                                                              |                    |                                  
|Bernadette Berry
director                      | 2003
2002
2001 | 0
0
0        | 0
0
0       | 0
0
0                             | 0
0
0                           | 0
0
0                                                        | 0
0
0              | 0
0
0                            
|                                               |                |              |             |                                   |                                 |                                                              |                    |                                  
|Lisa Zumpano 
Secretary -  Treasurer           | 2003
2002
2001 | 0
0
0        | 0
0
0       | 0
0
0                             | 0
0
0                           | 0
0
0                                                        | 0
0
0              | 0
0
0                            

We have not paid any salaries in 2002 and 2003, and we do not anticipate paying any salaries at any time in 2004.   We will not begin paying salaries until we have adequate funds to do so.

[1]   All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.





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Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2003.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of Directors

The directors did not receive any other compensation for serving as members of the board of directors. The Board has not implemented a plan to award options. There are no contractual arrangements with any member of the board of directors.

We do not expect to pay any salaries to any of our officers until such time as we generate sufficient revenues to do so. We do not anticipate paying any salaries to our officers until fiscal 2004. We do not intend to pay any additional compensation to our directors.  As of the date hereof, we have not entered into employment contracts with any of our officers and we do not intend to enter into any employment contracts until such time as it profitable to do so.

Indemnification

Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore unenforceable.





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

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of March 1, 2004, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, our director and executive officer individually, and our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.



|Name of 
beneficial owner [1]                     | Amount of common shares owned | Position                                                                                | Percent of Class
|------------------------------------------------- | ----------------------------- | --------------------------------------------------------------------------------------- | ----------------
|Doug Berry [2]                                    | 2,400,000                     | president, principal executive officer and a member of the board of directors           | 24.00%          
|Bernadette Berry [2]                              | 800,000                       | member of the board of directors                                                        | 8.00%           
|Lisa Zumpano                                      | 800,000                       | secretary/treasurer, principal financial officer and a member of the board of directors | 8.00%           
|All Officers and Directors as a Group (3 persons) | 4,000,000                     |                                                                                         | 40.00%          

[1]   The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings. Our officers and directors are the only "promoters" of our company.

[2]   Mr. and Mrs. Berry are husband and wife.  Their combined ownership is 3,200,000 shares of common stock. Mr. Berry is the record and beneficial owner of 2,400,000 shares of common stock and has the sole power to dispose of his shares.   Mrs. Berry, his wife, is the record and beneficial owner of 800,000 shares of common stock and has the sole power to dispose of her shares.

Executive Compensation Plans

We have no securities authorized for issuance under equity compensation plans.  Further, we have no equity compensation plans.





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ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Lisa Zumpano, our secretary/treasurer, leases office space to us in consideration of $1,000 per month.  There is no written agreement evidencing this arrangement.

PART IV

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

Reports on Form 8-K

No reports on Form 8-K have been filed.

Exhibits

The following Exhibits are incorporated herein by reference from our Form SB-2 registration statement filed with the Securities and Exchange Commission, SEC file #333-84208 on March 13,  2002.  Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description                   
|----------- | ---------------------------------------
|3.1         | Articles of Incorporation.             
|3.2         | Bylaws.                                
|4.1         | Specimen Stock Certificate.            
|99.1        | Escrow Agreement with Conrad C. Lysiak.
|99.2        | Subscription Agreement.                
|99.3        | Zumpano Letter Agreement               

The following exhibits are filed with this report:



|14.1 | Code of Ethics                                                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              
|99.1 | Audit Committee Charter                                                                                                                                        
|99.2 | Disclosure Committee Charter                                                                                                                                   





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ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2003 - $11,622.50     Williams & Webster, P.S.
2002 - $12,359.25     Williams & Webster, P.S.

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2003 - $0.00      Williams & Webster, P.S.
2002 - $0.00      Williams & Webster, P.S.

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2003 - $700.00      Williams & Webster, P.S.

(4)   All Other Fees

The aggregate fees billed in each of the last two fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2003 - $0.00     Williams & Webster, P.S.
2002 - $0.00     Williams & Webster, P.S.

(5)   Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)   The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16th day of March, 2004.

| | COUNTRYSIDE REVIEW INC.
| | -----------------------
| |                        

| | BY: | /s/ Doug Berry
Doug Berry, President and Principal Executive Officer              
| | --- | ----------------------------------------------------------------------------------
| | BY: | /s/ Lisa Zumpano
Lisa Zumpano, Secretary/Treasurer and Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signature                             | Title                                                                                    | Date          
|------------------------------------- | ---------------------------------------------------------------------------------------- | --------------
|/s/ Doug Berry
Doug Berry             | president, principal executive officer and a member of the board of directors            | March 16, 2004
|/s/ Bernadette Berry
Bernadette Berry | member of the board of directors                                                         | March 16, 2004
|/s/ Lisa Zumpano
Lisa Zumpano         | secretary/treasurer, principal financial
 officer and a member of the board of directors | March 16, 2004













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