SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   Annual Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the Fiscal Year Ended: June 30, 2004

                           Commission File No. 0-50154

                           Zen Pottery Equipment, Inc.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as specified in its charter)


         Colorado                                             84-1169517
----------------------------                          --------------------------
(State or other jurisdiction                          (IRS Employer File Number)
    of incorporation)


         77 Lipan Street
         Denver, Colorado                                               80223
---------------------------------------                               ----------
(Address of principal executive offices)                              (zip code)



                                 (303) 825-4570
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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


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

                    Common Stock, $.0.001 per share par value

     Indicate by check mark whether the Registrant (1) has filed all Reports
required to be filed by Section 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. Yes: [X] No: [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is 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. [X]

Registrant's revenues for its most recent fiscal year were $26,889. The
aggregate market value of the voting stock of the Registrant held by
non-affiliates as of September 15, 2004 was approximately $245,175. The number
of shares outstanding of the Registrant's common stock, as of the latest
practicable date, September 15, 2004, was 10,150,500.


                                       2
<PAGE>

References in this document to "us," "we," or "Company" refer to Zen Pottery
Equipment, Inc.

Forward-Looking Statements

     The following discussion contains forward-looking statements regarding us,
our business, prospects and results of operations that are subject to certain
risks and uncertainties posed by many factors and events that could cause our
actual business, prospects and results of operations to differ materially from
those that may be anticipated by such forward-looking statements. Factors that
may affect such forward-looking statements include, without limitation: our
ability to successfully develop new products for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using our products for certain
applications; delays our introduction of new products or services; and our
failure to keep pace with emerging technologies.

     When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.

                                     PART I

Item 1. DESCRIPTION OF BUSINESS.

         (a) RISK FACTORS

     You should carefully consider the risks and uncertainties described below;
and all of the other information included in this document. Any of the following
risks could materially adversely affect our business, financial condition or
operating results and could negatively impact the value of your investment.

     WE HAD A NET LOSS OF $31,721 FOR THE TWELVE MONTHS ENDED JUNE 30, 2004 AND
A NET LOSS OF $38,350 FOR THE TWELVE MONTHS ENDED JUNE 30, 2003.

     For the twelve month period ended June 30, 2004, we generated a total of
$38,015 in revenue. In addition, for the fiscal year ended June 30, 2004, we had
a net loss of $31,721. For the twelve month period ended June 30, 2003, we
generated a total of $26,889 in revenue. In addition, for the fiscal year ended
June 30, 2003, we had a net loss of $38,350. Historically, we have sold only
minimal numbers of our products. We have had profitable years, but we have not
been profitable in the last two fiscal years. We are uncertain whether our
products will achieve market acceptance such that our revenues will increase or
whether we will be able to achieve significant revenue. In addition, we
currently have no backlog of orders. Our market acceptance for our products and
other factors that are beyond our control make it difficult for us to accurately
forecast our annual and annual revenue. However, we use our forecasted revenue
to establish our expense budget. Most of our costs are fixed in the short term
or incurred in advance of anticipated revenue. As a result, we may not be able
to decrease our expenses in a timely manner to offset any revenue shortfall. We
attempt to keep revenues in line with expenses but cannot guarantee that we will
be able to do so.

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<PAGE>

     BECAUSE OF THE HISTORY OF MINIMAL SALES OF OUR SINGLE PRODUCT, WE MAY NEVER
GENERATE SIGNIFICANT REVENUE.

     Our business is subject to fluctuations in operating results, which could
negatively impact the price of our stock. Our product revenue, expense and
operating results have varied in the past and may fluctuate significantly in the
future due to a variety of factors, many of which are outside of our control.
These factors include, among others:

*    the timing of orders from our customers and the possibility that these
     customers may change their order requirements with little or no advance
     notice to us;

*    the deferral of customer orders in anticipation of new products from us or
     other providers of similar products;

*    the ongoing need for our product;

*    the uncertainty regarding the adoption of our current and any future
     products; and

*    the rate of growth of the markets for our products.

     OUR BUSINESS IS DEPENDENT ON THE MARKET FOR OUR KILN PRODUCT, WHICH IS OUR
SOLE PRODUCT, AND IF THIS MARKET DOES NOT EXPAND, AS WE ANTICIPATE, OR IF
ALTERNATIVES TO OUR KILN PRODUCT ARE SUCCESSFUL, OUR BUSINESS WILL SUFFER.

     We have one product, our Raku kiln. It is difficult to predict its
potential size or future growth rate. Most of the organizations that may
purchase our product may also consider alternatives. If these organizations
consider these alternative, our product may never be accepted by our customers
or may be made obsolete by advances in other technology. Improvements may also
be made to the existing alternatives to our product which could render it less
desirable or obsolete.

     WE HAVE NO PROTECTION FOR OUR INTELLECTUAL PROPERTY, WHICH ADVERSELY AFFECT
OUR ABILITY TO COMPETE IN OUR MARKET.

     We do not own any intellectual property. As a result, anyone could copy our
product, given enough time and effort, which could materially damage our
business prospects. We rely on a combination of trade secrets and
confidentiality procedures to protect our product, which may not enough to
protect it.

     WE HAVE ONLY ONE PRODUCT AT THIS TIME, AND OUR SUCCESS DEPENDS UPON OUR
ABILITY TO DEVELOP, IN A TIMELY MANNER, NEW AND ENHANCED PRODUCTS THAT ACHIEVE
MARKET ACCEPTANCE.

     To grow our revenue, we must rely on our ability to successfully market our
products, and we must develop and introduce market new products and product
enhancements in a timely manner. Even if we are able to develop and commercially
introduce new products and enhancements, they may not achieve market acceptance.
This would substantially impair our revenue prospects.

     THE FAILURE TO DEVELOP AND TO INCREASE DISTRIBUTION OF OUR PRODUCT COULD
IMPEDE OUR FUTURE GROWTH.

     The future growth of our business will depend in part on our ability to
maintain our distribution channels for our product, to identify and develop
additional channels for the distribution and sale of our product and new
products and to manage these relationships. As part of our growth strategy, we
intend to identify and develop relationships with additional partners that could
serve as distributors for our products. Our inability to successfully execute
this strategy could impede our future growth.


                                       4
<PAGE>

     WE HAVE NO EXPERIENCE DISTRIBUTING OUR PRODUCTS IN THE QUANTITIES WE PLAN
TO SELL IN THE FUTURE.

     To be financially successful, we will have to distribute our products in
commercial quantities at acceptable costs while also preserving the quality
levels achieved in distributing our single product in more limited quantities.
This presents a number of technological and engineering challenges for us. We
cannot assure you that we will be successful in acquiring manufactured product
to achieve the planned expansion of our activities. We have not previously
contracted for the manufacture of our products in high volume. We do not know
whether or when we will be able to contract for efficient, low-cost
manufacturing capabilities and processes that will enable us to meet the
quality, price, engineering, design and product standards or production volumes
required to successfully distribute large quantities of our products. Even if we
are successful in contracting for manufacturing capabilities and processes, we
do not know whether we will do so in time to meet our product commercialization
schedule or to satisfy the requirements of our customers.

     WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL TO FUND OUR OPERATIONS WHEN
NEEDED.

     A lack of additional funding could force us to substantially curtail or
cease our operations, which would have a material adverse effect on our
business. Based on our potential rate of cash operating expenditures and our
current plans, we anticipate that the fulfillment of our cash requirements for
the next twelve months may need to come primarily from the proceeds of some type
of financing. We do not have any plans at the present time for any type of
financing. We anticipate that our future cash requirements may be supplemented
by improved product sales, the sale of additional equity securities, debt
financing and/or the sale or licensing of certain of our technologies. However,
there can be no assurance that any future funds required will be generated from
operations or from other potential sources. Further, any such required funds may
only be available on unattractive terms and may significantly dilute the value
of our existing shares.

     WE MAY EXPERIENCE DIFFICULTIES IN THE INTRODUCTION OF NEW PRODUCTS THAT
COULD RESULT IN OUR HAVING TO INCUR SIGNIFICANT UNEXPECTED EXPENSES OR DELAY THE
LAUNCH OF NEW PRODUCTS.

     We do not have any other products in any stages of development, although we
plan to develop additional products. We cannot guarantee that any development
stage products will be completed in time to allow production or marketing
because of the inherent risks of new product and technology development,
limitations on financing, competition, obsolescence, loss of key personnel and
other factors. Unanticipated technical obstacles can arise at any time and
result in lengthy and costly delays or in a determination that further
development is not feasible. Discovery of operational errors, which are frequent
in our industry prior to and after production, could result in lengthy and
costly redesign, fabrication (production) and testing expenses in an industry
where new technology could rapidly eclipse prior innovations. The development of
new products could take longer than we anticipate. Therefore, there can be no
assurance of timely completion and introduction of improved products on a
cost-effective basis, or that such products, if introduced, will achieve market
acceptance such that, in combination with our existing product, they will
sustain us or allow us to achieve profitable operations.

     INTENSE COMPETITION IN OUR MARKET COULD PREVENT US FROM INCREASING REVENUE
AND PREVENT US FROM ACHIEVING ANNUAL PROFITABILITY.

     Our product could be rendered noncompetitive or obsolete. Competition from
larger and more established companies is significant and expected to increase.
Most of the companies with which we compete and expect to compete have far
greater capital resources and more significant research and development staffs,
marketing and distribution programs and facilities, and many of them have
substantially greater experience in the production and marketing of kiln
products. Our ability to compete effectively may be adversely affected by the
ability of these competitors to devote greater resources to the sale and
marketing of their products than we can.


                                       5
<PAGE>

     OUR SUCCESS WILL BE DEPENDENT UPON OUR MANAGEMENT'S EFFORTS.

     Our success will be dependent upon the decision making of our directors and
executive officers. These individuals intend to commit as much time as necessary
to our business, but this commitment is no assurance of success. The loss of any
or all of these individuals, particularly Mr. Pool, our President, could have a
material, adverse impact on our operations. We have no employment agreements
with any officers and directors, including Mr. Pool. We have not obtained key
man life insurance on the lives of any of these individuals.

     OUR STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR
SHARES AT OR ABOVE THE PUBLIC SALE PRICE.

     There has been, and continues to be, a limited public market for our common
stock. Although our common stock trades in the Pink Sheets, an active trading
market for our shares has not, and may never develop or be sustained. If you
purchase shares of common stock, you may not be able to resell those shares at
or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:

*    actual or anticipated fluctuations in our operating results;

*    changes in financial estimates by securities analysts or our failure to
     perform in line with such estimates;

*    changes in market valuations of other technology companies, particularly
     those that sell products used in systems such as ours;


                                       6
<PAGE>
*    announcements by us or our competitors of significant technical
     innovations, acquisitions, strategic partnerships, joint ventures or
     capital commitments;

*    introduction of technologies or product enhancements that reduce the need
     for our products;

*    the loss of one or more key customers; and

*    departures of key personnel.

     Of our total outstanding shares as of September 15, 2004, a total of
9,450,000 out of 10,150,500, or approximately 93.1%, will be restricted from
immediate resale but may be sold into the market in the near future under the
provisions of Rule 144(d). A total of 550,000 shares, or approximately 5.4%, are
restricted but are available for sale under Rule 144(k). The remaining 150,500
shares, or approximately 1.5%, are not subject to restrictions on resale. This
could cause the market price of our common stock to drop significantly, even if
our business is doing well.

     As restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.

     OUR STOCK HAS A LIMITED PUBLIC TRADING MARKET

     While our common stock currently trades, our market is limited and
sporadic. We are dual listed in the Pink Sheets and on the NASD Bulletin Board.
We cannot assure that an investor will be able to liquidate his investment
without considerable delay, if at all. If a more active market does develop, the
price may be highly volatile. The factors which we have discussed in this
document may have a significant impact on the market price of the common stock.
It is also possible that the relatively low price of our common stock may keep
many brokerage firms from engaging in transactions in our common stock.

     THE OVER-THE-COUNTER MARKET FOR STOCK SUCH AS OURS HAS HAD EXTREME PRICE
AND VOLUME FLUCTUATIONS.

     The securities of companies such as ours have historically experienced
extreme price and volume fluctuations during certain periods These broad market
fluctuations and other factors, such as new product developments and trends in
the our industry and in the investment markets generally, as well as economic
conditions and annual variations in our operational results, may have a negative
effect on the market price of our common stock.

     WE DO NOT EXPECT TO PAY DIVIDENDS ON COMMON STOCK

     We have not paid any cash dividends with respect to our common stock, and
it is unlikely that we will pay any dividends on our common stock in the
foreseeable future. Earnings, if any, that we may realize will be retained in
the business for further development and expansion.

     We have not been subject to any bankruptcy, receivership or similar
proceeding.


                                       7
<PAGE>
     (b) NARRATIVE DESCRIPTION OF THE BUSINESS

     We are a Colorado corporation. Our principal business address is 77 Lipan
Street, Denver, Colorado 80223. We are in the business of manufacturing, for
sale to the public, a pottery kiln known as the Zen Raku Kiln.

     We were incorporated under the laws of the State of Colorado on April 19,
1991. We have had active operations since the date of our incorporation.

     In 2001, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under the exemption of the
federal securities laws. We raised a total of $75,250 in this offering.

     We have not been subject to any bankruptcy, receivership or similar
proceeding.

     c) OPERATIONS

We manufacture our kiln for resale at a Company-leased facility in Denver,
Colorado. This is a 40,000 square foot facility which is owned in part by our
President. The facilities which we use are considered adequate for our present
and foreseeable purposes. The other operations in this building are Mile Hi
Ceramics, a company owned 51% by our President. There is an oral understanding
between the two entities regarding the common use of the facilities. Our kiln is
manufactured under contract with Mile Hi Ceramics, the company owned by our
President. We also sell products from time to time to Mile Hi Ceramics, which,
in turn, resells the products to its customers.

     Our kiln is manufactured through an assembly process in our Company-leased
facility by employees of Mile Hi Ceramics. There are three components to the
kiln: the insulation; the metal shell; and the burner assembly. We purchase the
insulation, already formed, from a third party, Rex Roto, of Flowerville,
Michigan, under an oral contract. We purchase metal sheets for the metal shells
from various third parties as needed from time to time under oral contracts. We
purchase our burner assembly from Metro Gas, of Denver, Colorado under an oral
contract. We purchase these components in amounts which we believe are
sufficient to have inventory for our assembly process. All of the component
parts are readily available.

     Our kiln is suitable for firing most varieties of pottery which may be
produced individually, as opposed to a mass production basis. Our basic plan is
to increase our operations, increase advertising in industry publications,
develop new models for sale, and increase the our dealer base.

     All operational decisions will be made solely by our management. Our
management has had extensive experience in this business.

     In addition we plan to expand through acquisition. We will not only look at
our present industry but will reserve the right to investigate and, if
warranted, merge with or acquire the assets or common stock of an entity
actively engaged in business which generates revenues. We will seek
opportunities for long-term growth potential as opposed to short-term earnings.
As of the date hereof, we have no business opportunities under investigation.
None of our officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between us and such other
company.


                                       8
<PAGE>
     We have no full-time employees. We may hire full-time employees in the
future, if our business expands to justify such an expense. We do not believe
that the skill level required to manufacture our product would necessitate
extensive experience or training. Therefore, we believe that potential full-time
employees would be readily available. Our President, Secretary, and Treasurer
have agreed to allocate a portion of their time to our activities, without
compensation, as part-time employees. These officers anticipate that they can
implement our business plan by their collectively devoting approximately thirty
hours per month to our business affairs.

    (d) MARKETS

     We target the customer who makes pottery on an individual basis and not
using mass production techniques. We emphasize the quality of the product we
have designed and attempt to appeal to a niche market. In this respect, we
believe that we fill markets not generally targeted by most other manufacturers.
We market our products by direct mail and through manufacturer's
representatives. One of our principal representatives is National Art Supply
Company, which advertises our product in their catalogue. In addition, we place
advertisements in national publications, such as Ceramics Monthly and Clay
Times. We sell all of our product through our manufacturer's representatives,
including Mile Hi Ceramics. Our officers and directors are also available to act
as sales representatives for our product.

     (e) RAW MATERIALS

     The use of raw materials is a material factor in our operations. However,
the raw materials we use are readily available. We do not see any potential
problem in acquiring enough raw materials for our operations. As of June 30,
2003, we had $3,515 in materials inventory. As of June 30, 2004, we had $1,697
in materials inventory.

    (f) CUSTOMERS AND COMPETITION

     Our operational activities are in the business of manufacturing and selling
our Zen Raku Kiln. In the past, manufacturers of such a product have had
difficulty in being competitive with large foreign manufacturers based in
various locations but principally in China, Brazil, Taiwan, and Korea. As a
result of this competition in this industry, U.S. manufacturers have generally
not been profitable. Because we manufacture for a targeted, niche market, which
is based upon the size of the kiln, we believe that we can continue to compete.
We have successfully competed in the past because we captured a steady,
recurring segment of the market and have outlasted several of our competitors.
However, we have a number of established competitors, virtually all of which are
larger and better capitalized than we are and/or have greater personnel
resources and technical expertise. In view of our combined extremely limited
financial resources and limited management availability, we believe that we will
continue to be at a significant competitive disadvantage compared to our
competitors. Nevertheless, there can be no guarantee that we will be able to
compete successfully in the future.

                                       9
<PAGE>
     (g) BACKLOG

     At June 30, 2004, we had no backlogs.

    (h) EMPLOYEES

     At as of the date hereof, we have no full-time employees. Our officers and
directors work as part-time employees, without compensation. We do not plan to
hire any employees in the future.

    (i) PROPRIETARY INFORMATION

     We own no proprietary information.

    (j) GOVERNMENT REGULATION

     We are not subject to any material governmental regulation or approvals.

    (k) RESEARCH AND DEVELOPMENT

     During the years ended June 30, 2004 and 2003, we spent $12,500 and
     $12,200, respectively, to improve the design and usefulness of our raku
     kiln.

    (l) ENVIRONMENTAL COMPLIANCE

     We are not subject to any costs for compliance with any environmental laws.

ITEM 2. DESCRIPTION OF PROPERTIES.

     We conduct our operations within the headquarters of Mile Hi Ceramics, Inc.
We use its office space, manufacturing facilities and labor. Our Board of
Directors estimated the value of such an arrangement at $5,400 per year, based
upon rates for similar space and services in the local area. We do not have a
formal, written lease agreement. The reimbursements for facilities are made
through an oral understanding between the parties. We believe that the machinery
and equipment which we currently lease from our President will be sufficient for
our foreseeable operations.

ITEM 3. LEGAL PROCEEDINGS.

     No legal proceedings to which we are a party were pending during the
reporting period. We know of no legal proceedings of a material nature pending
or threatened or judgments entered against any of our directors or officers in
their capacity as such.

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

     We held no shareholders meeting in the fourth quarter of our fiscal year.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) PRINCIPAL MARKET OR MARKETS

     Since August, 2003, our securities have been listed for trading in the
Over-the-Counter market on the NASD's "Electronic Bulletin Board." Since June,
2003, our securities have also been listed for trading in the "Pink Sheets. We
currently trade under the symbol ZPYE on both the NASD's "Electronic Bulletin
Board" and the "Pink Sheets. The following table sets forth the high and low bid
quotation for our common stock for June, 2004.


                                       10
<PAGE>
                                      Bid Price
                            -----------------------------

                                         High       Low
                                         ----       ----
                           2004
                           ----

                           March        $0.65      $0.35

                           June         $0.65      $0.35

                           September    $0.65      $0.35


                           2003
                           ----

                           June         $0.65       $0.65

                           September    $0.65       $0.65

                           December     $0.65       $0.65


     (b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

     As of June 30, 2004, we had a total of 10,150,500 shares of our common
shares outstanding. The number of holders of record of our common stock at that
date was approximately forty-one.

     (c) DIVIDENDS

     Holders of common stock are entitled to receive such dividends as may be
declared by our Board of Directors. We paid no dividends on the common stock
during the periods reported herein nor do we anticipate paying dividends in the
foreseeable future.

     (d) THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990

     The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny stock
and for trades in any stock defined as a penny stock. Unless we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. Also, there is the requirement of a broker- dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. Further, a broker-dealer must provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These requirements present a substantial burden on any person or
brokerage firm who plans to trade our securities and would thereby make it
unlikely that any liquid trading market would ever result in our securities
while the provisions of this Act might be applicable to those securities.

     (e) BLUE SKY COMPLIANCE


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<PAGE>
     The trading of penny stock companies may be restricted by the securities
laws ("Blue Sky" laws) of several states. Management is aware that a number of
states currently prohibit the unrestricted trading of penny stock companies
absent the availability of exemptions, which are in the discretion of the
states' securities administrators. The effect of these states' laws would be to
limit the trading market, if any, for our shares and to make resale of shares
acquired by investors more difficult.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

     The following discussion contains forward-looking statements regarding our
Company, its business, prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: our ability to successfully develop new products for new
markets; the impact of competition on our revenues, changes in law or regulatory
requirements that adversely affect or preclude clients from using our products
or certain applications; delays our introduction of new products or services;
and our failure to keep pace with emerging technologies.

     When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. Our Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect our business.

GENERAL

     Our results of operations have been and will probably continue to be
subject to variations. The results for a particular period may vary as a result
of a number of factors. These include:

*    the overall state of the pottery segment of the economy,
*    the development status of and demand for our products,
*    economic conditions in our markets, (degree)the timing of orders,
*    the timing of expenditures in anticipation of future sales,
*    the mix of products sold by us,
*    the introduction of new products,
*    product enhancements by us or our competitors, and
*    pricing and other competitive conditions.

OVERVIEW AND RECENT DEVELOPMENTS

     We are in the business of manufacturing, for sale to the public, a pottery
kiln known as the Zen Raku Kiln.

     We were incorporated under the laws of the State of Colorado on April 19,
1991. We have had active operations since the date of our incorporation.


                                       12
<PAGE>
     In 2001, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under the exemption of the
federal securities laws. We raised a total of $75,250 in this offering.

ACCOUNTING POLICIES AND PRACTICES

     We recognize revenue on the delivery of our product to our customers. Our
net sales are made up of sales to our customers net of any returns. We do not
sell on consignment and offer returns only in those isolated instances when our
products are damaged and do not meet the customer's written specifications.

     The following describes the line items set forth in our statements of
operation:

     Net Sales. We recognize revenue from sales upon delivery of the product to
the customer. We sell pottery kilns.

     Cost of Goods Sold. Our cost of goods sold include the cost of raw
material, direct labor, and direct material, along with the cost of products we
purchase and then resell to our customers.

     Selling Expenses. These expenses include salaries and benefits of sales
personnel, and incentives paid to independent dealers for the sale of our
products.

     General and administrative expenses. These expenses include executive
salaries and benefits, marketing costs, travel and facilities costs.

     Research and development expenses. We had a total of $12,500 in expenses as
of June 30, 2004 to improve the design and usefulness of our raku kiln.

     Interest expense. We have no such expenses.


RESULTS OF OPERATIONS FOR THE PERIOD FROM JULY 1, 2003 TO JUNE 30, 2004 AND JULY
1, 2002 TO JUNE 30, 2003.

GENERAL

     The following discussion involves our results of operations for the fiscal
year from July 1, 2003 to June 30, 2004 and the results of operations for the
annual period from July 1, 2002 to June 30, 2003.

RESULTS OF OPERATIONS

Our revenues increased to $38,015 for the year ended June 30, 2004 from $26,889
for the year ended June 30, 2003.

     Costs of products sales include all direct costs incurred in the
manufacturing process. The difference between our gross revenues and cost of
products sold is our gross profit.

     Gross profit from operations was $7,929 for the fiscal year ended June 30,
2004, an increase from $6,869 of gross profit for the year ended June 30, 2003.


                                       13
<PAGE>
     With the exception of our general and administrative costs and our research
and Development expenses, our other costs and expenses remained relatively
constant during the relevant periods. They were $39,650 for the year ended June
30, 2004 compared to $45,219 for the year ended June 30, 2003. The major
components of other costs and expenses are office salaries and associated
payroll costs, general and health insurance costs, rent and telephone expenses.
The variance in general and administrative costs came from our expenses relating
to being a public company, with reporting requirements.

     We had a net loss of $31,721 for the year ended June 30, 2004 compared to a
net loss of $38,350 for the year ended June 30, 2003. These net losses translate
into less than $.01 per share for all relevant periods.

     Our revenues have been relatively the same for the 2004 fiscal year as
compared to the 2003 fiscal year. The major difference has been a slight
decrease in
our general and administrative expenses. Our research and development costs have
remained relatively constant. The decreased costs for general and administrative
expenses are a result of decreased legal and accounting costs. The research and
development costs continue to be used to improve the design and usefulness of
our raku kiln. We do not expect to see these as recurring costs. In the coming
fiscal year, we anticipate seeing increased activity, which should correspond to
an increase in revenues. We are optimistic that we may be profitable for the
next fiscal year. However, it is too early to know for certain.

Liquidity and Capital Resources

     Cash at the end of the period was $12,017 for the year ended June 30, 2004
compared to $32,708 for the year ended June 30, 2003.

     Our Net Cash Used in Operating Activities was $20,691 for the year ended
June 30, 2004, compared to cash used of $39,986 for the year ended June 30,
2003.

     Our Net Cash Provided by Financing Activities was $-0- for the year ended
June 30, 2004, compared to a net cash provided of $-0- for the year ended June
30, 2003. We completed an offering during the fiscal year ended June 30, 2002,
which raised $75,250.

     We have not been profitable for the last two years, but we operate very
close to a break even. Our variation in revenues is based upon sales and
continues to account for the difference between a profit and a loss. In any
case, we try to operate with minimal overhead. Our primary activity will be to
seek to expand our customer base and, consequently, our revenues. If we succeed
in expanding our customer base and generating sufficient revenues, we will again
become profitable. We cannot guarantee that this will ever occur. Our plan is to
build our Company in any manner which will be successful. To that end, we have
also looked for an acquisition candidate during these periods, although we have
concluded no acquisitions and have spoken with no potential candidates.

     We feel that we have inadequate working capital to pursue any business
opportunities other than seeking additional customers or an acquisition
candidate. During the next twelve months, we plan to investigate another
offering of our securities, whether through a private placement or a public
offering. At the present time, we have no firm arrangements with regard to
either type of offering. We do not intend to pay dividends in the foreseeable
future. Otherwise, we have made no current capital or purchase commitments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


                                       14
<PAGE>
     We do not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on our net results of operations,
financial position, or cash flows.

SEASONALITY

     We do not expect our sales to be impacted by seasonal demands for our
products or services.

     New Accounting Pronouncements

     In April 2003, the FASB approved for issuance Statements of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under SFAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2003 and adoption is not expected to have a material effect on the Company's
financial position or results of its operations.

     In December 2003, the FASB issued Statements of Financial Accounting
Standards No.148, "Accounting for Stock-Based compensation - Transition and
Disclosure - an amendment of FASB Statement 123" (SFAS 123). For entities that
change their accounting for stock-based compensation from the intrinsic method
to the fair value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption (the prospective method). The amendment permits two additional
transition methods for adoption of the fair value method. In addition to the
prospective method, the entity can choose to either (i) restate all periods
presented (retroactive restatement method) or (ii) recognize compensation cost
from the beginning of the fiscal year of adoption as if the fair value method
had been used to account for awards (modified prospective method). For fiscal
years beginning December 15, 2003, the prospective method will no longer be
allowed. The Company currently accounts for its stock-based compensation using
the intrinsic value method as proscribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and plans on continuing using
this method to account for stock options, therefore, it does not intend to adopt
the transition requirements as specified in SFAS 148. As of June 30, 2004, the
Company does not have a stock option plan in existence, however; if the Company
chooses to in the future they will be subject to these guidelines.

Significant Accounting Policies and Estimates

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

                                       15
<PAGE>
     Our financial statements have been prepared in accordance With generally
accepted accounting principles, which require us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses
and the related disclosures. A summary of these significant accounting policies
can be found in our Notes to Financial Statements included in this Form 10-KSB.
The estimates used by management are based upon our historical experiences
combined with managements' understanding of current facts and circumstances.
Certain of our accounting policies are considered critical as they are both
important to the portrayal of our financial condition and the results of our
operations and require significant or complex judgments on our part. We believe
that the following represent our critical accounting policies as described in
Financial Reporting Release No. 60, Cautionary Advice Regarding Disclosure About
Critical Accounting Policies, which was issued by the Securities and Exchange
Commission, inventories, deferred income taxes, allowance for doubtful accounts,
and allowance for sales returns.

     The valuation of inventories involves complex judgments on our part. Excess
finished goods inventories are a natural component of market demand of our
products. We continually evaluate and balance the levels of inventories based on
sales projections and historical product demand. While certain finished goods
items will sell out quantities of other finished goods items will remain. These
finished goods are reserved as excess inventory. We believe we have Adequate
control with respect to the amount of finished goods inventories that are
anticipated to become excess, while we believe this process produces a fair
valuation of inventories, changes in general economic conditions of our products
could materially effect valuation of our inventories.

     We do not record an allowance that directly relates to the warranty of our
products, which would otherwise reduce our gross sales. We believe an allowance
is not required at this time, since historical data has indicated that returns
of our products for repair or replacement have been insignificant.


                                       16
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.






                           ZEN POTTERY EQUIPMENT, INC.

                              Financial Statements

                                  June 30, 2004
                  (With Report of Independent Auditors Thereon)





                                                                            Page
                                                                            ----

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

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

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

Statement of Changes in Shareholders' Equity for the period from
     July 1, 2002 through June 30, 2004 ..................................   F-5

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

Notes to financial statements ............................................   F-7






                                      F-1
<PAGE>




                         Report of Independent Auditors



To The Board of Directors and Shareholders of
Zen Pottery Equipment, Inc.:


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

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

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

In fiscal 2004, approximately 64 percent of Zen Pottery Equipment, Inc. sales
were to a related party. Related party transactions are not arm's length
transaction under the generally accepted accounting principles.



Cordovano and Honeck, P.C.
Denver, Colorado
September 22, 2004





                                      F-2
<PAGE>




                           ZEN POTTERY EQUIPMENT, INC.
                                  Balance Sheet
                                  June 30, 2004




                                     Assets

Cash ................................................................  $ 12,017
Accounts receivable:
    Trade ...........................................................     3,238
    Related party (Note 2) ..........................................     2,076
Materials inventory, at the lower of cost or market .................     1,697
Prepaid expenses ....................................................       498
                                                                       --------

                   Total current assets .............................  $ 19,526
                                                                       ========

                          Liabilities and Shareholders' Equity
Liabilities:
    Accounts payable:
       Trade creditors ..............................................  $  3,360
       Related party (Note 2) .......................................     9,915
                                                                       --------
                   Total current liabilities ........................    13,275
                                                                       --------

Shareholders' equity (Note 3):
    Preferred stock, $.01 par value;  authorized 1,000,000 shares,
       issued and outstanding, -0- shares ...........................        --
    Common stock, $.001 par value;  authorized 50,000,000 shares,
       issued and outstanding, 10,150,500 shares ....................    10,151
    Additional paid-in capital ......................................    72,982
    Retained deficit ................................................   (76,882)
                                                                       --------

                   Total shareholders' equity .......................     6,251
                                                                       --------

                                                                       $ 19,526
                                                                       ========





                 See accompanying notes to financial statements
                                      F-3


<PAGE>


                           ZEN POTTERY EQUIPMENT, INC.
                            Statements of Operations



                                                        For the Years Ended
                                                              June 30,
                                                    ---------------------------
                                                         2004          2003
                                                    ------------   ------------
Product sales:
    Related party (Note 2) .......................  $     24,375   $      2,724
    Other ........................................        13,640         24,165
                                                    ------------   ------------
               Total product sales ...............        38,015         26,889

Cost of product sales ............................        30,086         20,020
                                                    ------------   ------------
               Gross profit ......................         7,929          6,869
                                                    ------------   ------------

Other costs and expenses:
    General and administrative ...................        23,100         28,969
    Rent expense, related party (Note 2) .........         4,050          4,050
    Research and development (Note 5) ............        12,500         12,200
                                                    ------------   ------------
                 Total other costs and expenses ..        39,650         45,219
                                                    ------------   ------------

Loss before income taxes .........................       (31,721)       (38,350)

Income tax provision (Note 4) ....................            --             --
                                                    ------------   ------------

               Net loss ..........................  $    (31,721)  $    (38,350)
                                                    ============   ============

Basic and diluted loss per share .................  $         --   $         --
                                                    ============   ============
Number of weighted average common shares
    outstanding ..................................    10,150,500     10,150,500
                                                    ============   ============





                 See accompanying notes to financial statements
                                      F-4


<PAGE>



<TABLE>
                           ZEN POTTERY EQUIPMENT, INC.
                  Statement of Changes in Shareholders' Equity
<CAPTION>






                                                Common Stock            Additional
                                       -----------------------------     Paid-in       Retained
                                           Shares        Par Value        Capital       Deficit         Total
                                       -------------    ------------   ------------   ------------   -----------
<S>                                       <C>           <C>             <C>           <C>            <C>
Balance at
        July 1, 2002...................   10,150,500    $     10,151    $   72,982    $    (6,811)   $   76,322

Net loss for the year..................          --               --            --        (38,350)      (38,350)
                                       -------------    ------------   ------------   -----------   -----------
Balance at
       June 30, 2003...................   10,150,500          10,151        72,982        (45,161)       37,972

Net loss for the year..................          --               --            --        (31,721)      (31,721)
                                       -------------    ------------   ------------   ------------   -----------
Balance at
       June 30, 2004...................   10,150,500    $     10,151   $    72,982    $   (76,882)   $    6,251
                                       =============    =============  ============   ============   ===========

</TABLE>




                 See accompanying notes to financial statements
                                      F-5


<PAGE>

                           ZEN POTTERY EQUIPMENT, INC.
                             Statement of Cash Flows



                                                            For the Years Ended
                                                                  June 30,
                                                           ---------------------
                                                              2004       2003
                                                           ---------   ---------
Cash flows from operating activities:
    Net loss ...........................................   $(31,721)   $(38,350)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Changes in operating assets and liabilities:
          Inventory ....................................      1,818      (2,281)
          Accounts receivable and prepaid expenses .....     (2,427)        123
          Accounts payable and accrued expenses ........     11,639         522
                                                           --------    --------
                 Net cash (used in)
                    operating activities ...............    (20,691)    (39,986)
                                                           --------    --------

                 Net change in cash ....................    (20,691)    (39,986)

    Cash, beginning of period ..........................     32,708      72,694
                                                           --------    --------

    Cash, end of period ................................   $ 12,017    $ 32,708
                                                           ========    ========

Supplemental disclosure of cash flow information:
   Cash paid during the year for:
      Income taxes .....................................   $     --    $     --
                                                           ========    ========
      Interest .........................................   $     --    $     --
                                                           ========    ========




                 See accompanying notes to financial statements
                                      F-6

<PAGE>




                           ZEN POTTERY EQUIPMENT, INC.
                          Notes to Financial Statements


(1)  Summary of Significant Accounting Policies

Organization and Basis of Presentation
--------------------------------------

Zen Pottery Equipment, Inc. (the "Company") was incorporated in the state of
Colorado on April 19, 1991. The Company manufactures a pottery kiln for resale
to the public under the name "Zen Raku Kiln." The Company maintains an inventory
of materials. The Company's pottery kilns are manufactured as orders are
received.

The Company's office space and its manufacturing facilities are provided by an
affiliate, Mile Hi Ceramics, Inc. ("Mile Hi"), under an arrangement with their
common shareholder. In addition, the Company's principle shareholder provides
management services to the Company (See Note 2).

Use of Estimates
----------------

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

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid securities with original maturities of
three months or less when acquired to be cash equivalents. However, there were
no cash equivalents at June 30, 2004.

Inventory
---------

Inventory, consisting of materials used to manufacture the Zen Raku Kiln, is
stated at the lower of cost (first-in, first out method) or market.

Earnings (loss) per Common Share
--------------------------------

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

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

Income Taxes
------------

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

Financial Instruments
---------------------

At June 30, 2004, the fair value of the Company's financial instruments
approximate their carrying value based on their terms and interest rates.

Revenue Recognition Policy
--------------------------

In December 1999, the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin No. 101 (SAB101) "Revenue Recognition In Financial
Statements." SAB101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on the following four criteria; persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the seller's price
to the buyer is fixed or determinable, and collectibility is reasonably assured.
The Company adopted SAB101 effective January 1, 2000. Sales revenue is
recognized when the shipment of product is made to the customer.


                                      F-7
<PAGE>




                           ZEN POTTERY EQUIPMENT, INC.
                          Notes to Financial Statements


Concentration of Credit Risk
----------------------------

Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise from
financial instruments exist for groups of customers or counterparties when they
have similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or other
conditions described below. In accordance with SFAS No. 105, "Disclosure of
Information about Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk" the credit risk
amounts shown do not take into consideration the value of any collateral or
security.

The Company operates in one industry segment with customers located in the
continental U.S. Financial instruments that subject the Company to credit risk
consist principally of trade accounts receivable. The Company manages this
credit risk by performing ongoing credit evaluations of its customers and does
not require collateral. The Company maintains no allowances for potential losses
on uncollectible accounts receivable as it considers all accounts receivable to
be fully collectible. For the years ended June 30, 2004 and 2003, the Company
experienced no losses on uncollectible trade accounts receivable.

(2)  Related Party Transactions

The Company conducts its operations within the headquarters of Mile Hi and uses
Mile Hi's office space, manufacturing facilities and labor. The Board of
Directors of the Company has estimated the value of such an arrangement to be
$5,400 per year, based on rates for similar space and services in the local
area. The accompanying financial statements reflect 25 percent of the office
space, manufacturing facilities and labor as cost of sales and 75 percent as
other expense. The Company reimburses Mile Hi through an arrangement with its
common shareholder. During the year ended June 30, 2004 and 2003, the Company
recorded $4,050 and $4,050, respectively as rent expense, related party in the
accompanying financial statements.

During the year ended June 30, 2004 and 2003, the Company's principle
shareholder charges his time and effort to the Company at the rate of $1,125 per
quarter. The value of management's time and effort was estimated by comparing
the level of effort to the cost of similar labor in the local market. Such
estimates were approved by the board of directors. For the years ended June 30,
2004 and 2003, the Company recognized $4,500 and $4,500, in expense. The Company
reviews the estimated rate from time-to-time. In addition, at June 30, 2004,
$9,915 was due to Mile Hi and included in accounts payable, related party in the
accompanying financial statements

The Company sold products totalling $24,375 and $2,724 to Mile Hi Ceramics, Inc.
during the years ended June 30, 2004 and 2003, respectively. Mile Hi resold the
products to its customers. Such sales are reflected as related party
transactions in the accompanying financial statements. In addition, $2,076 was
due from Mile Hi and included as accounts receivable, related party at June 30,
2004.

(3)  Shareholders' Equity

Preferred Stock
---------------

According to its Articles of Incorporation, (1) the Company may issue up to
1,000,000 shares of $.01 par value preferred stock; and (2) the preferences,
rights and restrictions are to be fixed by the Board of Directors prior to
issuance.

(4)  Income Taxes

                                      F-8
<PAGE>




                           ZEN POTTERY EQUIPMENT, INC.
                          Notes to Financial Statements


The Company accounts for income taxes using the asset and liability method.
Under this method, deferred income taxes are provided on temporary differences
between the financial reporting bases and income tax bases of the Company's
assets and liabilities and unused net operating loss carryforwards. A valuation
allowance for net deferred taxes is provided unless realizability is judged by
management to be more likely than not. The effect on deferred taxes from a
change in tax rates is recognized in income in the period that includes the
enactment date.

A reconciliation of U.S. statutory federal income tax rate to the effective rate
follows for the years ended June 30, 2004 and 2003:

                                                      2004           2003
                                                  -----------    ------------
U.S. statutory federal rate ......................     15.00%         15.00%
State rate .......................................      3.94%          4.25%
Permanent differences ............................     --             --
Net operating loss for which no tax
   benefit is currently available ................    -18.94%        -19.25%
                                                     --------       --------
                                                          --             --
                                                     ========       ========


At June 30, 2004, the Company has a net operating loss carryforward for federal
income tax purposes of approximately $70,071, which was fully allowed for in the
valuation allowance of $70,071. The valuation allowance offsets the net deferred
tax asset for which there is no assurance of recovery. The change in the
valuation allowance for the year ended June 30, 2004 was $38,350. Due to the
uncertainty regarding the ultimate utilization of the net operating loss
carryforward, no tax benefit for losses has been provided by the Company in the
accompanying financial statements. The net operating loss carryforwards expire
through the year 2024.

(5)  Research and Development Costs

All research and development costs are expensed as incurred. During the years
ended June 30, 2004 and 2003, the Company spent $12,500 and $12,200 to improve
the design and usefulness of its raku kiln.








                                      F-9

<PAGE>

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

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

                                    PART III

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

     Our Directors and Executive Officers, their ages and positions held with us
as of June 30, 2004 are as follows:

     NAME                          AGE        POSITION HELD
     -------------------           ---        ----------------------------------

     Zen Zachariah Pool, III       52         President, Chief Executive Officer
                                              And Director

     Susan Pool                    50         Secretary and Director

     Walter C.  Nathan             52         Treasurer, Chief Financial Officer
                                              and Director

                                       17
<PAGE>
     Our Directors will serve in such capacity until our next annual meeting of
shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. Mr. and Mrs. Pool are husband
and wife. Otherwise, there are no family relationships among our officers and
directors, nor are there any arrangements or understandings between any of our
directors or officers or any other person pursuant to which any officer or
director was or is to be selected as an officer or director.

     Mr. Pool has been our President and a Director since our inception. He also
serves as owner and President of Mile Hi Ceramics, Inc., a private family
business established in 1954. He began working for Mile Hi Ceramics, Inc. in
1975 and learned every aspect of the business, starting as a kiln repairman. He
has also served as a Committee and a Board member of the National Ceramic
Manufacturers Association, the Ceramic Institution of Art, Intermountain Ceramic
Association, and the Colorado Art Education Association. He is a current member
of the National Council on the Education of Ceramic Arts. In his capacity as our
President, he will devote approximately fifteen hours per week to our affairs.

     Mrs. Pool has been our Secretary and a Director since our inception. Since
1996, she also has owned and operated a small embroidery company, Rocky Mountain
Embroidery. She will devote a minimum of five hours per week to carry out her
responsibilities with us. She is the wife of Zen Zachariah Pool III.

     Mr. Nathan has been our Treasurer and a Director since 1996. Since February
2003, he has been employed by Manor Insurance Agency selling both personal and
commercial lines of insurance. From 1990 to 2003, he had been an independent
insurance agent with Gold-Mark Insurance Agency. He specialized in all lines of
personal insurance, including auto, home, life, and health. From 1987 to 1990,
he was President of Mile High Investments, Inc., a private company involved in
the acquisition and development of a real estate property. He received his B.S.
degree in Business Finance from the University of Northern Colorado in 1974. He
will devote approximately ten hours to our affairs.

     Our President, Secretary, and Treasurer have agreed to allocate a portion
of their time to our activities, without compensation, as part-time employees.
These officers anticipate that they can implement our business plan by their
collectively devoting approximately thirty hours per month to our business
affairs. Since our President, Secretary, and Treasurer have agreed to allocate a
portion of their time to our activities, conflicts of interest may arise with
respect to the limited time commitment of such persons. Mr. Pool is involved
with Mi Hi Ceramics as the owner and Chief Executive Officer. Mile Hi Ceramics
is a company which manufactures and distributes clay products for art, hobby,
and industrial markets. Mr. Pool and Mr. Nathan are also owners, officers and
directors of Ceramic Products, which is a company which develops and sells
specialty bull-nosed tile products. Both Mile Hi Ceramics and Ceramic Products
are private companies.

     Also, all of our officers and directors have been involved in the past, and
plan to be involved in the future, with other companies. As a result, additional
potential conflicts of interest may arise. If such a conflict does arise in the
future and one of our officers or directors is presented with business
opportunities under circumstances where there may be doubt as to whether the
opportunity should belong to us or another company with which they are
affiliated, they will disclose the opportunity to the boards of directors of all
such companies. If a situation arises in which more than one company desires
that business opportunity, and the principals of the business opportunity have
no preference as to which company should be involved in such business
opportunity, the company which first contacted or was contacted by the proposed
business opportunity will be entitled to proceed with the proposed transaction.


                                       18
<PAGE>
Item 6. EXECUTIVE COMPENSATION

     None of our executive officers received compensation in excess of $100,000
during the fiscal year ended June 30, 2004. We were formed in April, 1991.
Compensation does not include minor business-related and other expenses paid by
us. Such amounts in the aggregate do not exceed $1,000. Our President, Secretary
and Treasurer serve on a part-time basis and receive no salary. The following
table represents this information.
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE
                            Annual Compensation                Long Term Compensation
                                                Awards                      Payouts
Name                                                   Other           Restricted     Securities    All
 and                            Salary      Annual     Stock             LTIP         Underlying    Other
Principal                       Compen-      Bonus     Compen-          Award(s)      Options      Options/
Position                Year    sation($)     ($)      sation ($)         ($)           (#s)
--------                ----    ---------     ---      ----------         ---           ----       --------

<S>                     <C>     <C>          <C>          <C>            <C>            <C>            <C>
Zen Zachariah Pool      2004      -0-         -0-          -0-            -0-            -0-            -0-
President               2003      -0-         -0-          -0-            -0-            -0-            -0-
                        2002      -0-         -0-          -0-            -0-            -0-            -0-

Susan Pool              2004      -0-         -0-          -0-            -0-            -0-            -0-
Secretary               2003      -0-         -0-          -0-            -0-            -0-            -0-
                        2002      -0-         -0-          -0-            -0-            -0-            -0-

Walter Nathan           2004      -0-         -0-          -0-            -0-            -0-            -0-
Treasurer               2003      -0-         -0-          -0-            -0-            -0-            -0-
                        2002      -0-         -0-          -0-            -0-            -0-            -0-
</TABLE>

     Our principal shareholder contributed his time and effort to us at no
charge for the year ended June 30, 2004. No cash or stock-based compensation was
paid. Our Board of Directors estimates the value of such an arrangement to be
$4,500 per year. The value of management's time and effort was estimated by
comparing the level of effort to the cost of similar labor in the local market.
Beginning with the 2003 fiscal year, we began reimbursing Mile Hi Ceramics, Inc.
During the fiscal year ended June 30, 2004, we incurred $4,500 in expenses.

     We have granted no shares of our capital stock as additional compensation
and have no plans to do so.

     We have no plans or agreements which provide health care, insurance or
compensation on the event of termination of employment or change in our control.

     We do not pay members of our Board of Directors any fees for attendance or
similar remuneration, but reimburse them for any out-of-pocket expenses incurred
by them in connection with our business.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following sets forth the number of shares of our $.0.001 par value
common stock beneficially owned by (i) each person who, as of June 30, 2004, was
known by us to own beneficially more than five percent (5%) of its common stock;
(ii) our individual Directors and (iii) our Officers and Directors as a group. A
total of 10,150,500 common shares were issued and outstanding as of June 30,
2004.


                                       19
<PAGE>

Name and Address                         Amount and Nature of        Percent of
of Beneficial Owner                    Beneficial Ownership (1)(2)      Class
-------------------                    ---------------------------      -----

Zen Zachariah Pool, III                    8,600,000                   84.7%
77 Lipan Street
Denver, Colorado 80223(3)

Susan Pool                                 8,600,000                   84.7%
77 Lipan Street
Denver, Colorado 80223(3)

Walter Nathan(4)                             850,000                    8.4%
77 Lipan Street
Denver, Colorado 80223(3)

All Officers and Directors as a Group      9,450,000                   93.1%
(three persons)

(1)  All ownership is beneficial and of record, unless indicated otherwise.

(2)  Beneficial owners listed above have sole voting and investment power with
     respect to the shares shown, unless otherwise indicated.

(3)  Zen Zachariah Pool III, and Susan Pool are husband and wife and share
     beneficial ownership of all common shares.

(4)  Mr. Nathan owns these shares in joint tenancy in common with his wife. Mr.
     Nathan's wife is a trustee for a trust which owns 8,000 shares, for which
     Mr. Nathan disclaims any beneficial ownership.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We conduct our operations within the headquarters of Mile Hi Ceramics, Inc.
We use its office space, manufacturing facilities and labor. Our Board of
Directors estimated the value of such an arrangement at $5,400 per year, based
upon rates for similar space and services in the local area. We reimburse Mile
Hi Ceramics, Inc. through an arrangement with our President.

     We conduct our operations within the headquarters of Mile Hi and use Mile
Hi's office space, manufacturing facilities and labor. Our Board of Directors
has estimated the value of such an arrangement to be $5,400 per year, based on
rates for similar space and services in the local area. The accompanying
financial statements reflect 25 percent of the office space, manufacturing
facilities and labor as cost of sales and 75 percent as other expense. We
reimburse Mile Hi through an arrangement with its common shareholder. During the
year ended June 30, 2004 and 2003, we recorded $4,050 and $4,050, respectively
as rent expense in the accompanying financial statements.

         During the year ended June 30, 2004 and 2003, our principal shareholder
charged his time and effort at the rate of $1,125 per quarter. The value of
management's time and effort was estimated by comparing the level of effort to
the cost of similar labor in the local market. Such estimates were approved by
our Board of Directors. For the years ended June 30, 2004 and 2003, we
recognized $4,500 and $4,500, in expense. We review the estimated rate from
time-to-time. In addition, at June 30, 2004, $9,915 was due to Mile Hi and
included in accounts payable, related party in the accompanying financial
statements.


                                       20
<PAGE>
         We sold products for a total of $24,375 and $2,724 to Mile Hi Ceramics,
Inc. during the years ended June 30, 2004 and 2003, respectively. Mile Hi resold
the products to its customers. Such sales are reflected as related party
transactions in the accompanying financial statements. In addition, $2,076 was
due from Mile Hi and included as accounts receivable, related party at June 30,
2004.


                                     PART IV

ITEM 14. CONTROLS AND PROCEDURES.

     Within the 90 days prior to the date of this Annual Report on Form 10-KSB,
we evaluated the effectiveness of the design and operation of our disclosure
controls and procedures and our internal controls and procedures for financial
reporting. This evaluation was done under the supervision and with the
participation of our management, including the President and the Chief Financial
Officer. In accord with SEC requirements, the President and Chief Financial
Officer notes that, since the date of the evaluation to the date of this Annual
Report, there have been no significant changes in internal controls or in other
factors that could significantly affect internal controls, including any factors
that could significantly affect internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses. Based
upon our evaluation, the President and Chief Financial Officer have concluded
that our disclosure controls are effective to ensure that material information
relating to us is made known to management, including the President and Chief
Financial Officer, particularly during the period when the Company's periodic
reports are being prepared, and that our internal controls are effective to
provide reasonable assurance that our financial statements are fairly presented
in conformity with generally accepted accounting principles.

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

The following financial information is filed as part of this report:

(1)  FINANCIAL STATEMENTS

(2)  SCHEDULES

(3)  EXHIBITS. The following exhibits required by Item 601 to be filed herewith
     are incorporated by reference to previously filed documents:

EXHIBIT NO.   DESCRIPTION
-----------   ----------------------------------------------------------------

   3.1+       Amended and Restated Articles of Incorporation

   3.2+       Bylaws

   31.1       Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2003.

   31.2       Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2003.

   32.1       Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2003.

   32.2       Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2003


     + Previously filed with Form 10-SB on January 16, 2003.

(c)  REPORTS ON FORM 8-K. We filed no reports on Form 8-K during the fourth
     quarter of the fiscal year ended June 30, 2004.


                                       21
<PAGE>


                                   SIGNATURES

In accordance with Section 12 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.

                                            Zen Pottery Equipment, Inc.



Dated:  SEPTEMBER 28, 2004                 By: /s/ Zen Zachariah Pool, III
      ------------------                    ---------------------------
                                            Zen Zachariah Pool, III
                                            President

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

                                             CHIEF FINANCIAL OFFICER


Dated: SEPTEMBER 28, 2004                 By: /s/ Walter Nathan
       ------------------                     ---------------------------
                                              Walter Nathan
                                              Treasurer

Dated: SEPTEMBER 28, 2004                 By: /s/ Zen Zachariah Pool, III
       ------------------                     ---------------------------
                                              Zen Zachariah Pool, III
                                              Director

Dated: SEPTEMBER 28, 2004                 By: /s/ Susan Pool
       ------------------                     ---------------------------
                                              Susan Pool
                                              Director

                                       22
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