U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB/A
(Mark One)
         [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934
                  For the fiscal year ended June 30, 2004

         [ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                           NORTH COAST PARTNERS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                       9995                   33-0619528
           --------                       ----                   ----------
(State or other jurisdiction of     (Primary Standard         (I.R.S. Employer
 incorporation or organization)         Industrial           Identification No.)
                                    Classification Code)

               24351 Pasto Road, #B, Dana Point, California 92629
               --------------------------------------------------
         (Address and telephone number of principal executive offices)

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

Securities registered under Section 12(g) of the Exchange Act:
         Title of Class                 Name of Exchange on Which Registered
         --------------                 ------------------------------------
         Common Stock                   None

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Securities  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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A. [X]

Revenues for the year ended June 30, 2004 were $0.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of June 30, 2004 was not determinable because the Common Stock was
not traded.

The number of shares  outstanding of the issuer's  classes of Common Stock as of
August 1, 2004:

            Common Stock, $.001 Par Value - 1,000,000 shares

Documents Incorporated by reference.  None
Transitional Small Business Disclosure Format (check one):  Yes [  ]   No [X]

<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Background

     North Coast  Partners,  Inc., a Delaware  corporation  (the  "Company") was
incorporated on April 20, 1994. The Company has no operating  history other than
organizational matters, and was formed specifically to be a "clean public shell"
and for the purpose of either  merging with or  acquiring  an operating  company
with operating  history and assets.  The Securities and Exchange  Commission has
defined and  designated  these types of  companies  as "blind  pools" and "blank
check" companies.

     The  primary  activity  of the  Company  will  involve  seeking  merger  or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

     The executive offices of the Company are located at 24351 Pasto Road, Suite
B, Dana Point, California 92629. Its telephone number is (949) 489-2400.

Plan of Operation - General

     The Company was organized  for the purpose of creating a corporate  vehicle
to seek, investigate and, if such investigation warrants, acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this time,  the  Company  has no plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promoter of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that  company.  Although the  Company's  Common  Stock is  currently  not freely
tradable,  it will  eventually  become  so  under  exemptions  such as Rule  144
promulgated  under the Securities Act of 1933. The Company will not restrict its
search to any specific  business,  industry or  geographical  location,  and the
Company may  participate in a business  venture of virtually any kind or nature.
The  discussion  of the proposed  business  under this  caption is  purposefully
general and is not meant to be restrictive of the Company's  virtually unlimited
discretion to search for and enter into potential business opportunities.

     The Company  intends to obtain funds in one or more private  placements  to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other  stockholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a

<PAGE>

chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares on the same terms as offered in the private placement.

     Management  anticipates  that it will  only  participate  in one  potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset potential losses from one venture against gains from another.

     The Company may seek a business opportunity with a firm which only recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or seeking to develop a new product or
service,  or an  established  business  which may be  experiencing  financial or
operating  difficulties  and is in the  need  for  additional  capital  which is
perceived  to be  easier  to raise by a public  company.  In some  instances,  a
business  opportunity  may involve the  acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all stockholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

     As  part  of  any  transaction,  the  acquired  company  may  require  that
Management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  stockholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated  sales price will be less than market value,

<PAGE>

that the  potential of a stock sale by management  will be a material  factor on
their decision to enter a specific transaction.

     The above  description of potential sales of management  stock is not based
upon any  corporate  bylaw,  shareholder  or board  resolution,  or  contract or
agreement.  No other payments of cash or property are expected to be received by
Management in connection with any acquisition.

     The Company has not formulated any policy  regarding the use of consultants
or outside  advisors,  but does not anticipate  that it will use the services of
such persons.

     The Company has, and will continue to have, insufficient capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other  assets.  However,  management  believes  the Company will offer owners of
business  opportunities  the  opportunity  to  acquire a  controlling  ownership
interest  in a public  company at  substantially  less cost than is  required to
conduct an initial  public  offering.  The owners of the business  opportunities
may, however, incur significant  post-merger or acquisition  registration costs.
The Company will also incur significant legal and accounting costs in connection
with the acquisition of a business opportunity  including the costs of preparing
post-effective  amendments,  Forms  8-K,  agreements  and  related  reports  and
documents.  Nevertheless,  the  officers  and  directors of the Company have not
conducted  market  research  and are not aware of  statistical  data which would
support the perceived  benefits of a merger or acquisition  transaction  for the
owners of a business opportunity.

     The Company does not intend to make any loans to any prospective  merger or
acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

     The  Company   anticipates   that  business   opportunities   for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.

     The  Company  will seek a  potential  business  opportunity  from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.

     The officers and directors of the Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than one hour
per  week)  to the  business  affairs  of the  Company,  until  such  time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.
<PAGE>

Evaluation of Opportunities

     The analysis of new business  opportunities  will be undertaken by or under
the supervision of the officers and directors of the Company (see "Management").
Management   intends  to  concentrate  on   identifying   prospective   business
opportunities which may be brought to its attention through present associations
with management.  In analyzing  prospective business  opportunities,  management
will consider such matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operation,  if any; prospects for the future;  present and expected competition;
the quality and experience of management services which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services or trades; name  identification;  and other
relevant factors. To the extent possible, the Company intends to utilize written
reports and personal  investigation  to evaluate the above factors.  The Company
will not  acquire  or  merge  with  any  company  for  which  audited  financial
statements cannot be obtained.

     It  may  be  anticipated   that  any   opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  stockholders must, therefore,  depend on the ability of management to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds that the combined enterprises will still be a
going concern or be unable to advance beyond the development  stage. Many of the
opportunities  may involve new and  untested  products,  processes,  services or
market  strategies  which may not  succeed.  Such  risks  will be assumed by the
Company and, therefore, its stockholders.

     The Company will not restrict its search for any specific kind of business,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life. It is currently  impossible to predict the status of any business in which
the  Company  may become  engaged,  in that such  business  may need  additional
capital, may merely desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

Acquisition of Opportunities

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  share
exchange,   joint  venture,   franchise  or  licensing  agreement  with  another
corporation  or  entity.  It may also  purchase  stock or assets of an  existing
business. On the consummation of a transaction,  it is possible that the present
management  and  stockholders  of the  Company  will  not be in  control  of the
Company. In addition,  a majority or all of the Company's officers and directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new officers and directors without a vote of the Company's stockholders.
<PAGE>

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
Federal  and state  securities  laws.  The  issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
the Company's  Common Stock may have a depressive  effect on such market.  While
the actual terms of a transaction  to which the Company may be a party cannot be
predicted,  it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a so  called  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the surviving entity. In such event, the stockholders of the Company,  including
investors  in this  offering,  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such stockholders.

     As part of the  Company's  investigation,  officers  and  directors  of the
Company may visit and inspect material  facilities,  obtain independent analysis
or verification of certain information  provided,  check reference of management
and key  personnel  and take other  reasonable  investigative  measures,  to the
extent of the Company's limited financial resources and management expertise.

     The manner in which each Company participates in an opportunity will depend
on the  nature of the  opportunity,  the  respective  needs and  desires  of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.

     With respect to any mergers, share exchanges or acquisitions,  negotiations
with target  company  management  will be expected to focus on the percentage of
the Company  which target  company  stockholders  would  acquire in exchange for
their  shareholdings in the target company.  Depending upon, among other things,
the target company's assets and liabilities,  the Company's stockholders will in
all  likelihood  hold a lesser  percentage  ownership  interest  in the  Company
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event the Company  acquires a target company.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilative  effect on the  percentage of shares held by the Company's
then stockholders.

     The  Company  will not have  sufficient  funds  (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.

     Accordingly,  following the  acquisition  of any such product,  the Company
will, in all likelihood,  be required to either seek debt or equity financing or
obtain  funding  from third  parties,  in exchange  for which the Company  would
probably  be required to give up a  substantial  portion of its  interest in any
acquired product.  There is no assurance that the Company will be able either to
obtain  additional  financing or interest third parties in providing funding for
the further development, marketing and manufacturing of any products acquired.
<PAGE>

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate in a specific business opportunity the costs
therefore  incurred  in the  related  investigation  would  not be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss of the Company of the related costs incurred.

Competition

     The Company is an  insignificant  participant  among firms which  engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue to be at a  significant  competitive  disadvantage  vis-a-vis the
Company's competitors.

Regulation and Taxation

     The Investment  Company Act of 1940 defines an  "investment  company" as an
issuer which is or holds itself out as being  engaged  primarily in the business
of investing,  reinvesting or trading of securities.  While the Company does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

     The Company  intends to structure a merger or acquisition in such manner as
to minimize  Federal and state tax consequences to the Company and to any target
company.

Employees

     The Company's  only one employee at the present time who also serves as the
Company's  officer  and  director,  will  devote  as much  time as the  Board of
Directors determines is necessary to carry out the affairs of the Company.


<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company does not own any property. The Company shares office space with
its sole officer.  The Company pays its own charges for long distance  telephone
calls and other miscellaneous secretarial, photocopying and similar expenses.

ITEM 3.  LEGAL PROCEEDINGS

     None.

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

     None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock has not traded in a market. As of June 30, 2004,
there were 105 stockholders of record. The Company did not repurchase any shares
of the Company during the year ended June 30, 2004.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     We were formed to engage in a merger with or acquisition of an unidentified
foreign or  domestic  company  which  desires to become a  reporting  ("public")
company  whose  securities  are  qualified  for  trading  in the  United  States
secondary market. We meet the definition of a "blank check" company contained in
Section (7)(b)(3) of the Securities Act of 1933, as amended. We have been in the
developmental  stage since inception and have no operations to date.  Other than
issuing  shares  to  our  original  stockholders,  we  have  not  commenced  any
operational activities.

     We will not acquire or merge with any entity which cannot  provide  audited
financial  statements at or within a reasonable  period of time after closing of
the  proposed  transaction.  We are  subject to all the  reporting  requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited  financial  statements  as part of our  current  reports  filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited  financial  statements  included in our annual  report on
Form 10-K (or 10-KSB/A, as applicable). If such audited financial statements are
not  available  at closing,  or within time  parameters  necessary to ensure our
compliance  with  the  requirements  of the  Exchange  Act,  or if  the  audited
financial  statements provided do not conform to the representations made by the
target business, the closing documents may provide that the proposed transaction
will be voidable at the discretion of our present management. <PAGE>

     We will not restrict our search for any specific  kind of  businesses,  but
may acquire a business which is in its preliminary or development  stage,  which
is already in operation, or in essentially any stage of its business life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

     A business  combination  with a target  business will normally  involve the
transfer to the target  business of the  majority of our common  stock,  and the
substitution  by the  target  business  of  its  own  management  and  board  of
directors.

     We have,  and will  continue to have,  no capital with which to provide the
owners  of  business  opportunities  with  any cash or  other  assets.  However,
management  believes we will be able to offer owners of  acquisition  candidates
the  opportunity  to  acquire a  controlling  ownership  interest  in a publicly
registered  company  without  incurring the cost and time required to conduct an
initial  public  offering.  Our officer and  director has not  conducted  market
research and is not aware of statistical data to support the perceived  benefits
of a merger or acquisition transaction for the owners of a business opportunity.

Plan of Operation

     The Registrant is continuing  its efforts to locate a merger  Candidate for
the purpose of a merger.  It is possible that the registrant  will be successful
in locating  such a merger  candidate and closing such merger.  However,  if the
registrant  cannot effect a non-cash  acquisition,  the  registrant  may have to
raise  funds  from a  private  offering  of its  securities  under  Rule  506 of
Regulation D. There is no assurance the registrant  would obtain any such equity
funding.

Results of Operation

     The Company did not have any operating  income from  inception on April 20,
1994 through June 30, 2004.  For the period ended June 30, 2004,  the registrant
recognized a net loss of $6,773.  Some general and administrative  expenses from
inception  were accrued.  Expenses from inception were comprised of costs mainly
associated with legal, accounting and office.

Liquidity and Capital Resources

     At June 30, 2004,  the Company had no capital  resources and will rely upon
the  issuance  of  common  stock  and  additional  capital   contributions  from
stockholders to fund administrative expenses pending acquisition of an operating
company.

     Our audit  reflects  the fact  that we have no  current  source of  income.
Further,  that without  realization of additional  capital, it would be unlikely
for the Company to continue as a going concern.

     One stockholder has agreed that she will advance any additional funds which
we need for operating  capital and for costs in connection with searching for or

<PAGE>

completing  an  acquisition  or  merger.  Such  advances  will be  made  without
expectation  of repayment  unless the owners of the business which we acquire or
merge with agree to repay all or a portion of such advances. There is no minimum
or maximum  amount such  stockholder  will advance to us. We will not borrow any
funds for the purpose of repaying advances made by such stockholder, and we will
not borrow any funds to make any payments to any management,  promoters or their
affiliates or associates.

ITEM 7.  FINANCIAL STATEMENTS

     The financial  statements  of the Company,  including the notes thereto and
report of the independent  auditors thereon,  are attached hereto as exhibits as
page numbers F-1 through F-10.

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

     None.

ITEM 8A.  CONTROLS AND PROCEDURES

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of the our management,  including our Chief Executive  Officer and
Chief Financial Officer,  about the effectiveness of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation,
our Chief  Executive  Officer and Chief  Financial  Officer  concluded  that our
disclosure  controls and  procedures as of the end of the period covered by this
Form  10-KSB/A are  effective in timely  alerting  them to material  information
required to be included in this Form 10-KSB/A.

                                    PART III

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

     Wong Peck Ling is the Company's Director, Chief Executive Officer and Chief
Financial Officer.

     Ms.  Wong  started  her career as an  external  auditor  with Ernst & Young
Public  Accountants in Kuala Lumpur,  Malaysia.  For the past 10 years, Ms. Wong
has been and is in  charge  of the  operation,  finance,  administration,  human
resource and marketing divisions of a Labuan management  company.  Ms. Wong is a
member of the CPA Australia  (CPA),  a Chartered  Accountant  with the Malaysian
Institute  of  Accountants.  Ms. Wong  graduated  with a Bachelor  of  Economics
degree, majoring in Accounting from Monash University, Melbourne, Australia.
<PAGE>

Committees

     The Board does not have an audit, compensation or nomination committee. The
entire Board of Directors serves as the audit committee.

Audit Committee Financial Expert

     Due to the small  size of the  Company  and the risk  attendant  to a small
public company,  we are currently unable to attract an audit committee financial
expert to our Board of  Directors.  There are no  independent  directors  on the
Board.

Compliance with Section 16 of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange  Commission  ("Commission"),  none of the
directors  and  officers of the Company and persons who own more than 10% of the
Company's  common stock filed required  reports pursuant to Section 16(a) of the
Securities  Exchange Act of 1934,  however,  Ms. Wong is currently preparing the
required reports.

Code of Ethics

     We have  not  adopted  a code  of  ethics  that  applies  to our  principal
executive officer,  principal financial officer,  principal  accounting officer,
controller and other persons performing similar functions.  Due to the fact that
the Company is run by one person, the Company has determined that the expense of
developing  a code of  ethics is not  warranted  at this  time.  If and when the
Company  acquires an operation  company,  the Company intends to adopt a code of
ethics.

ITEM 10.  EXECUTIVE COMPENSATION


                           SUMMARY COMPENSATION TABLE
                           --------------------------
<TABLE>
<CAPTION>
<S>                       <C>       <C>           <C>                 <C>             <C>               <C>             <C>

                                                                  Long Term Compensation
                                      Annual Compensation         Awards                              Payouts
                                   ---------------------------    ----------------------------     -------------------------------
                                                                    Restricted     Securities         LTIP         All Other
Name and                                        Other Annual          Stock        Underlying      Payouts ($)    Compensation
Principal Position       Year      Salary     Compensation ($)      Award(s) ($)   Options (#)
----------------------------------------------------------------------------------------------------------------------------------
Wong Peck Ling,          2004        $0              $0                 $0               0                $0               $0
CEO and CFO

Jehu Hand,               2004        $0              $0                 $0               0                $0               $0
Former CEO               2003        $0              $0                 $0               0                $0               $0
and CFO                  2002        $0              $0                 $0               0                $0               $0

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

OPTIONS GRANTED IN LAST FISCAL YEAR

                                Individual Grants

     There were no grants of stock  options  to  executive  officers  and former
executive  officers made during the last fiscal year. There are no stock options
outstanding.

COMPENSATION

     No  compensation  is paid or anticipated to be paid by the Company until an
acquisition is made.

     On acquisition of a business opportunity, current management may resign and
be  replaced  by persons  associated  with the  business  opportunity  acquired,
particularly if the Company  participates in a business opportunity by effecting
a  reorganization,  merger,  share exchange or  consolidation.  If any member of
current management remains after effecting a business  opportunity  acquisition,
that member's time  commitment  will likely be adjusted  based on the nature and
method  of  the  acquisition  and  location  of the  business  which  cannot  be
predicted.  Compensation  of  management  will be determined by the new board of
directors, and stockholders of the Company will not have the opportunity to vote
on or approve such compensation.

Director's Compensation

     The director currently receives no compensation for her duties as director.

Aggregated Option Exercises in Last Fiscal Year and Ten-Year Options/SAR
Repricings

     There was no re-pricing of options for the fiscal year ended June 30, 2004.

Compensation Committee Interlocks and Insider Participation

     Ms. Wong serves as the sole member of our Board of Directors.  The Board of
Directors  serves  as the  compensation  committee.  There  are no  compensation
committee interlocks on our Board and Ms. Wong is an insider.

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

Equity Compensation Plan Information

Compensation Plan Table

     The following  table  provides  aggregate  information as of the end of the
fiscal  year  ended  June  30,  2004  with  respect  to all  compensation  plans
(including individual  compensation  arrangements) under which equity securities
are authorized for issuance.
<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                        <C>                          <C>                          <C>

        Plan category          Number of securities to be    Weighted-average exercise      Number of securities
                                issued upon exercise of        price of outstanding        remaining available for
                                  outstanding options,     options, warrants and rights     future issuance under
                                  warrants and rights                                     equity compensation plans
                                                                                            (excluding securities
                                                                                          reflected in column (a))
                                          (a)                           (b)                          (c)
  Equity compensation plans                0                             0                            0
approved by security holders
  Equity compensation plans                0                             0                            0
  not approved by security
           holders
            Total                          0                             0                            0

</TABLE>

                                  Benefit Plans

Stock Option Plan

     The Company,  by  resolution  of its Board of Directors  and  stockholders,
adopted a 1994  Stock  Option  Plan (the  "Plan")  on April 20,  1994.  The Plan
enables  the  Company  to  offer  an  incentive  based  compensation  system  to
employees,  officers and directors and to employees of companies who do business
with the Company.

     In the discretion of a committee  comprised of non-employee  directors (the
"Committee"),  directors,  officers,  and key  employees  of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

     Any shares which are subject to an award but are not used because the terms
and  conditions  of the  award  are not met,  or any  shares  which  are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

     Stock  options may be granted as  non-qualified  stock options or incentive
stock  options,  but incentive  stock options may not be granted at a price less
than 100% of the fair market value of the stock as of the date of grant (110% as
to any 10%  shareholder at the time of grant);  non-qualified  stock options may
not be granted at a price less than 85% of fair market  value of the stock as of
the  date of  grant.  Restricted  stock  may not be  granted  under  the Plan in
connection with incentive stock options.
<PAGE>

     Stock  options  may be  exercised  during  a  period  of time  fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

     Stock  options  granted  under the Plan may include the right to acquire an
Accelerated  Ownership  Non-Qualified  Stock Option  ("AO").  If an option grant
contains  the AO feature and if a  participant  pays all or part of the purchase
price of the  option  with  shares  of the  Company's  common  stock,  then upon
exercise of the option the participant is granted an AO to purchase, at the fair
market  value as of the date of the AO  grant,  the  number  of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

     Stock  appreciation  rights  and/or  restricted  stock  may be  granted  in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.

Principal Stockholders

     The  following  table  shows  the  amount of our  shares  of  common  stock
beneficially owned (unless otherwise  indicated) by each shareholder known by us
to be the beneficial  owner of more than 5% of our common stock,  by each of our
directors and directors and executive  officers as a group.  As of September 21,
2004, there were 1,000,000 shares of common stock  outstanding.  All information
is as of September  21, 2004.  Unless  indicated  otherwise,  the address of all
stockholders  listed is North Coast Partners,  Inc.,  24351 Pasto Road, #B, Dana
Point, California 92629.


<PAGE>


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

----------------------------------------------------------------------------------------------------------------------
                                                                                  Percentage of Outstanding Common
          Name of Stockholder                   Number of Shares Owned                          Stock
----------------------------------------------------------------------------------------------------------------------
Stamford Bridge Holdings Limited                      806,000                                   80.6%
----------------------------------------------------------------------------------------------------------------------
Wong Peck Ling                                        806,000(1)                                80.6%
----------------------------------------------------------------------------------------------------------------------
All officers and directors as a group                 806,000(1)
(1 person)                                                                                      80.6%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Stamford Bridge Holding Limited owns 806,000 shares of the Company. Ms. Wong
is the sole shareholder of Stamford Bridge Holding Limited and is deemed to
beneficially own shares owned by Stamford Bridge Holding Limited.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

3.1      Certificate of Incorporation(1)
3.2      Bylaws(1)
10.1     1994 Stock Option Plan (1)
31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act
31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act
32       Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act

(1)      Previously filed with the Commission on Form 10-SB filed on February 8,
         2000.

(b)      Reports on Form 8-K

         None.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

         Relationship with Independent Auditors

     Pritchett,  Siler & Hardy, P.C., remain as our independent auditors.  There
is no  disagreement  between  the Company  and its  independent  auditors on any
matter of accounting  principle or practice,  financial statement  disclosure or
auditing scope or procedure.


<PAGE>



Audit Fees

     The  aggregate  fees  billed  by  Pritchett,   Siler  &  Hardy,   P.C.  for
professional  services  rendered for the audit of the Company's annual financial
statements on Form 10-KSB and the review of the financial statements included in
the  Company's  quarterly  reports on Form 10-QSB for the fiscal year ended June
30, 2004 was $3,700 and June 30, 2003 was $0.

Audit-Related Fees

     The  aggregate  fees  billed for  assurance  and  related  services  by the
principal accountant that are reasonably related to the performance of the audit
or review of the Company's financial statements for the year ended June 30, 2004
was $0 and June 30, 2003 was $0.

Tax Fees

     The aggregate fees billed for tax  compliance,  tax advice and tax planning
rendered by our independent auditors for the fiscal year ended June 30, 2004 was
$0 and June 30, 2003 was $0.

All Other Fees

     The aggregate fees billed for all other  professional  services rendered by
the Company's  independent  auditors for the fiscal year ended June 30, 2004 was
$0 and June 30, 2003 was $0.

     The  Audit  Committee  approved  100% of the  fees  paid  to the  principal
accountant  for   audit-related,   tax  and  other  fees.  The  Audit  Committee
pre-approves all non-audit services to be performed by the auditor in accordance
with the Audit  Committee  Charter.  The  percentage  of hours  expended  on the
principal  accountant's  engagement to audit the Company's 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%.

<PAGE>


                                   SIGNATURES

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

                                  NORTH COAST PARTNERS, Inc.,
                                  a Delaware Corporation


Dated: September 28, 2004         /s/ Wong Peck Ling
       ------------------         ----------------------------------------------
                                  Wong Peck Ling,
                                  President and Chief Financial Officer
                                  (Principal Executive, Financial and Accounting
                                  Officer)


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.



Dated: September 28, 2004        /s/ Wong Peck Ling
       ------------------        -----------------------------------------------
                                 Wong Peck Ling,
                                 President, Chief Financial Officer and Director
                                 (Principal Executive, Financial and Accounting
                                 Officer)

<PAGE>













                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2004























<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]




                                    CONTENTS

                                                                         PAGE
                                                                         ----

               --     Independent Auditors' Report                          1


               --     Balance Sheet, June 30, 2004                          2


               --     Statements of Operations, for the years ended
                      June 30, 2004 and 2003 and for the period from
                      inception on April 20, 1994 through June 30,
                      2004                                                  3

               --     Statement of Stockholders' Equity (Deficit),
                      from inception on April 20, 1994 through
                      June 30, 2004                                     4 - 5


               --     Statements of Cash Flows, for the years ended
                      June 30, 2004 and 2003 and for the period from
                      inception on April 20, 1994 through June 30,
                      2004                                                  6


               --     Notes to Financial Statements                    7 - 10


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
NORTH COAST PARTNERS, INC.
North Vancouver, Canada

We have audited the accompanying balance sheet of North Coast Partners,  Inc. [a
development  stage  company] as of June 30, 2004 and the related  statements  of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
June 30,  2004 and 2003 and for the  period  from  inception  on April 20,  1994
through June 30, 2004. These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit. The financial statements of North Coast
Partners,  Inc. as of and for the year ended June 30, 2000 were audited by other
auditors whose report,  dated January 12, 2001, expressed an unqualified opinion
on those  statements.  The  financial  statements as of June 30, 2000 reflect an
accumulated  deficit of $2,784. The other auditors' report has been furnished to
us, and our  opinion,  insofar as it relates to the  amounts  included  for such
prior periods, is based solely on the report of the other auditors.

We conducted  our audit 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  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of North Coast  Partners,  Inc.  [a  development  stage
company]  as of June 30,  2004 and the  results of its  operations  and its cash
flows  for the  years  ended  June 30,  2004 and  2003 and for the  period  from
inception on April 20, 1994 through June 30, 2004, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 5 to the  financial
statements,  the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations.  Further, the Company has
current liabilities in excess of current assets. These factors raise substantial
doubt  about  the  ability  of the  Company  to  continue  as a  going  concern.
Management's plans in regards to these matters are also described in Note 5. The
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
September 1, 2004


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                                  BALANCE SHEET


                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                                         <C>

                                                                                                      June 30,
                                                                                                        2004
                                                                                                        -----------
CURRENT ASSETS                                                                                          $         -
                                                                                                        -----------
               Total Current Assets                                                                               -
                                                                                                        -----------

                                                                                                        $         -
                                                                                                        -----------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                                                  $      2,912
     Accounts payable - related party                                                                         3,700
                                                                                                        -----------
               Total Current Liabilities                                                                      6,612
                                                                                                        -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding                                                                           -
     Common stock, $.001 par value,
       20,000,000 shares authorized,
       1,000,000 shares issued and
       outstanding                                                                                            1,000
     Capital in excess of par value                                                                           4,386
     Deficit accumulated during the
       development stage                                                                                    (11,998)
                                                                                                        -----------
               Total Stockholders' Equity (Deficit)                                                          (6,612)
                                                                                                        -----------

                                                                                                       $          -
                                                                                                        -----------


</TABLE>


    The accompanying notes are an integral part of this financial statement.


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF OPERATIONS

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

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        -----------------------------      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------   --------------
REVENUE                                                                 $          -     $          -   $           -

EXPENSES:
     General and administrative                                                6,773              114          11,998
                                                                        ------------     ------------   --------------

LOSS BEFORE INCOME TAXES                                                      (6,773)            (114)        (11,998)

CURRENT TAX EXPENSE                                                                -                -               -

DEFERRED TAX EXPENSE                                                               -                -               -
                                                                        ------------     ------------   --------------

NET LOSS                                                                $     (6,773)    $       (114)  $     (11,998)
                                                                        ------------     ------------   --------------

LOSS PER COMMON SHARE                                                   $       (.01)    $       (.00)  $        (.01)
                                                                        ------------     ------------   --------------

</TABLE>

















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

<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FROM THE DATE OF INCEPTION ON APRIL 20, 1994
                              THROUGH JUNE 30, 2004
<TABLE>
<CAPTION>
<S>                                                <C>         <C>         <C>         <C>        <C>

                                                                                                               Deficit
                                                                                                             Accumulated
                                                   Preferred Stock          Common Stock       Capital in    During the
                                                 --------------------    --------------------   Excess of    Development
                                                 Shares      Amount      Shares      Amount     Par Value       Stage
                                                 ---------   --------    ---------   --------  -----------   -----------
BALANCE, April 20, 1994                                  -   $      -            -   $      -  $         -   $         -

Issuance of 1,000,000 shares of common
  stock for cash of $1,015, or $.001 per share,
  April 20, 1994                                         -          -    1,000,000      1,000           15            -

Net loss for the period ended June 30, 1994              -          -            -          -            -          (42)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1994                                   -          -    1,000,000      1,000           15          (42)

Net loss for the year ended June 30, 1995                -          -            -          -            -         (338)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1995                                   -          -    1,000,000      1,000           15         (380)

Net loss for the year ended June 30, 1996                -          -            -          -            -         (320)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1996                                   -          -    1,000,000      1,000           15         (700)

Net loss for the year ended June 30, 1997                -          -            -          -            -         (314)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1997                                   -          -    1,000,000      1,000           15       (1,014)

Net loss for the year ended June 30, 1998                -          -            -          -            -         (312)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1998                                   -          -    1,000,000      1,000           15       (1,326)

Net loss for the year ended June 30, 1999                -          -            -          -            -         (790)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 1999                                   -          -    1,000,000      1,000           15       (2,116)

Net loss for the year ended June 30, 2000                -          -            -          -            -         (668)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2000                                   -          -    1,000,000      1,000           15       (2,784)

Net loss for the year ended June 30, 2001                -          -            -          -            -         (947)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2001                                   -          -    1,000,000      1,000           15       (3,731)

Net loss for the year ended June 30, 2002                -          -            -          -            -       (1,380)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2002                                   -          -    1,000,000      1,000           15       (5,111)

Net loss for the year ended June 30, 2003                -          -            -          -            -         (114)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2003                                   -  $       -    1,000,000  $   1,000  $        15  $    (5,225)
</TABLE>
<PAGE>

                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FROM THE DATE OF INCEPTION ON APRIL 20, 1994

                              THROUGH JUNE 30, 2004

                                   [Continued]


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

                                                                                                               Deficit
                                                                                                             Accumulated
                                                   Preferred Stock          Common Stock       Capital in    During the
                                                 --------------------    --------------------   Excess of    Development
                                                 Shares      Amount      Shares      Amount     Par Value       Stage
                                                 ---------   --------    ---------   --------  -----------    ---------



Capital contribution, forgiveness of debt
  debt by former officer / shareholder,
   January, 2004                                         -          -            -          -        4,371            -


Net loss for the year ended June 30, 2004                -          -            -          -            -       (6,773)
                                                 ---------    -------    ---------    -------    ---------    ---------
BALANCE, June 30, 2004                                   -  $       -    1,000,000  $   1,000  $     4,386  $   (11,998)
                                                 ---------    -------    ---------    -------    ---------    ---------
</TABLE>
























    The accompanying notes are an integral part of this financial statement.


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                                                        <C>             <C>                  <C>

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        -----------------------------      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------   --------------
Cash Flows from Operating Activities:
   Net loss                                                             $     (6,773)    $       (114)  $       (11,998)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Amortization                                                                  -                -             1,015
     Changes in assets and liabilities:
       Increase in accounts payable                                            2,268              114             2,912
       Increase in accounts payable - related party                            4,505                -             8,071
                                                                        ------------     ------------      ------------
               Net Cash Provided by Operating Activities                           -                -                 -
                                                                        ------------     ------------      ------------

Cash Flows from Investing Activities:
   Payments of organization costs                                                  -                -            (1,015)
                                                                        ------------     ------------      ------------
               Net Cash (Used) by Investing Activities                             -                -            (1,015)
                                                                        ------------     ------------      ------------
Cash Flows from Financing Activities:
   Proceeds from sale of common stock                                              -                -             1,015
                                                                        ------------     ------------      ------------
               Net Cash Provided by Financing Activities                           -                -             1,015
                                                                        ------------     ------------      ------------
Net Increase (Decrease) in Cash                                                    -                -                 -

Cash at Beginning of Period                                                        -                -                 -
                                                                        ------------     ------------      ------------
Cash at End of Period                                                   $          -     $          -      $          -
                                                                        ------------     ------------      ------------
Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
     Interest                                                           $          -     $          -      $          -
     Income taxes                                                       $          -     $          -      $          -
</TABLE>

Supplemental Schedule of Non-cash Investing and Financing Activities:
   For the year ended June 30, 2004:
     In January 2004, a former officer/shareholder of the Company contributed
     $4,371, which he was owed for payments made on behalf of the Company. Due
     to the related party nature of the debt forgiveness, the Company has
     recorded the forgiveness as a capital contribution.

   For the year ended June 30, 2003:
     None

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


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - North Coast  Partners,  Inc.  ("the  Company") was organized
     under the laws of the State of  Delaware  on April 20, 1994 for the purpose
     of seeking out business opportunities,  including acquisitions. The Company
     is  considered  a  development  stage  company as defined in  Statement  of
     Financial Accounting Standards No. 7. The Company will be very dependent on
     the skills,  talents and abilities of management to successfully  implement
     its business plan. Due to the Company's lack of capital,  it is likely that
     the Company  will not be able to compete  with larger and more  experienced
     entities  for  business  opportunities  which are  lower  risk and are more
     attractive for such entities.  Business  opportunities in which the Company
     may participate  will likely be highly risky and  speculative.  The Company
     has, at the present time, not paid any dividends and any dividends that may
     be paid in the future will depend upon the  financial  requirements  of the
     Company and other relevant factors.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes" [See Note 3].

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number  of shares  outstanding  during  the  period  presented  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 6].

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amount of revenues and expenses during the reported period.  Actual results
     could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No. 149,  "Amendment  of Statement  133 on  Derivative
     Instruments  and Hedging  Activities",  and SFAS No. 150,  "Accounting  for
     Certain Financial  Instruments with Characteristics of both Liabilities and
     Equity",  were  recently  issued.  SFAS  No.  149 and 150  have no  current
     applicability  to the Company or their effect on the  financial  statements
     would not have been significant.

NOTE 2 - CAPITAL STOCK

     Preferred Stock - The Company has authorized  1,000,000 shares of preferred
     stock, $.001 par value, with such rights,  preferences and designations and
     to be issued in such series as  determined  by the Board of  Directors.  No
     shares are issued and outstanding at June 30, 2004.

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with  a par  value  of  $.001.  In  April  1994,  in  connection  with  its
     organization,  the  Company  issued  1,000,000  shares  of  its  previously
     authorized  but unissued  common stock.  The shares were issued for cash of
     $1,015 (or approximately $.001 per share).


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK [Continued]

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2004, no options
     have been granted.

     Capital Contribution - In January 2004, a former officer/shareholder of the
     Company forgave amounts  totaling $4,371 which were owed to him. Due to the
     related party nature of the debt forgiveness,  the Company has recorded the
     forgiveness as a capital contribution.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  The Company has available at
     June 30, 2004, unused operating loss carryforwards of approximately $11,900
     which may be applied  against  future  taxable  income and which  expire in
     various years through 2024.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately $4,060 and $1,800 as of June 30, 2004 and 2003, respectively,
     with an offsetting  valuation  allowance of the same amount  resulting in a
     change in the valuation  allowance of approximately  $2,260 during the year
     ended June 30, 2004.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended June 30, 2004 and 2003, the
     Company  did not pay any  compensation  to any  officer or  director of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.
<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]

     Accounts Payable - Related Party - During the years ended June 30, 2004 and
     2003, a former  officer/shareholder  of the Company  directly paid expenses
     totaling $805 and $0 on behalf of the Company.  During  January  2004,  the
     former  officer/shareholder  forgave the  balance of $4,371  which has been
     accounted for as a capital contribution [See Note 2].

     During the year ended June 30, 2004, an  officer/shareholder of the Company
     directly paid expenses  totaling  $3,700 on behalf of the Company.  At June
     30, 2004,  the Company owed the  shareholder  $3,700.  No interest is being
     accrued on the payable.

     Change In Control and Capital  Contribution - In January 2004, the majority
     shareholder and sole  officer/director  of the Company sold his shares to a
     third party, he resigned as an officer/director  and a new officer/director
     was  appointed,  resulting  in a  change  in  control  of the  Company.  In
     connection therewith,  the former shareholder and officer/director  forgave
     $4,371 which was owed to him by the Company [See Note 2].

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.


<PAGE>


                           NORTH COAST PARTNERS, INC.
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>
<S>                                                                        <C>               <C>             <C>

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                        -----------------------------      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------   --------------
         Loss from continuing operations
         available to common shareholders
         (numerator)                                                    $     (6,773)    $       (114)  $       (11,998)
                                                                        ------------     ------------   --------------
         Weighted average number of
         common shares outstanding used
         in loss per share for the period
         (denominator)                                                     1,000,000        1,000,000         1,000,000
                                                                        ------------     ------------   ---------------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.