FORM 10-KSB
    SECURITIES AND EXCHANGE COMMISSION
          Washington, D.C. 20549
[X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended: 6/30/04
                       OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission file number:       000-27251

    DALE JARRETT RACING ADVENTURE, INC.
     (Exact name of Small Business Issuer in its charter)



FLORIDA                         59-3564984
  (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization           Identification No.)

3604 Denver Drive
Denver, North Carolina                28037
 (Address of principal executive offices)            (Zip Code)

Registrant's Telephone number, including area code:  (888) 467-2231


Securities registered pursuant to Section 12(b) of the Act:       None
Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.01 par value

Check whether the Corporation (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Corporation was
required to file such reports), and (2) has been subject to such filing
requirements for at least 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 Corporation's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[  x  ]



<PAGE>2

The Corporation's revenues for its most recent fiscal year were
$1,869,877. As of June 30, 2004, the market value of the Corporation's
voting $.0l par value common stock held by non-affiliates of the
Corporation was $1,331,596

The number of shares outstanding of Corporation's only class of common
stock, as of June 30, 2004 was 18,052,709 shares of its $.01 par value
common stock.

Check whether the Issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes  __ __    No _____

No documents are incorporated into the text by reference.

Transitional Small Business Disclosure Format (check one)
 Yes                No     x
     --------          --------



<PAGE>3
             PART I
ITEM 1.    BUSINESS

The Corporation was formed as a C corporation and incorporated November
24, 1998.  The Corporation is currently not involved with any
proceedings, bankruptcy or receiverships.

The Corporation is in the operational stage and offers entertainment
based oval driving schools and events.  These classes are conducted at
various racetracks throughout the country.

The Corporation completed its first driving classes in Rockingham, NC
July of 1999.  Since July 4th the Corporation has run classes at over
thirty NASCAR tracks.

The Corporation currently owns fourteen(14) race cars.  These race cars
are classified as stock cars and are equipped for oval or round tracks
only.   They are fully loaded with brand new Jasper 550hp engines,
five(5) point harnesses, communications, track specific gears and
complete safety cages.

The Corporation has negotiated terms with over thirty(30) racetracks
where, for a fee ranging from $0 to $10,000 a day we can rent their
tracks.

Products and Services.   The Corporation offers five(5) types of ride
or drive programs for individuals and corporations.  The "Qualifier" is
a three(3) lap ride with a professional driver which lasts about
five(5) minutes, depending on the length of the track.  The "Season
Opener" is a half day training class culminating in the student driving
for ten(10) laps.  The "Rookie Adventure" and "Happy Hour" are also
half day driving classes with the students driving twenty(20) or
thirty(30) laps respectively.  The "Advanced Stock Car Adventure" is a
full day sixty (60) lap class.

The operation is similar to that of a traveling show in that we
transport the stock cars, the mechanics, the sales staff and the
instructors from event to event.

The main purpose of each event is the thrill of actually driving the
race car.

The Corporation's objective is to utilize this first "hub" of
fourteen(14) race cars on the east coast to their full potential.  It
is in the Corporation's plans that once this first hub becomes utilized
at least fifteen(15) days per month and is profitable, to then add
another "hub" on the West Coast.  This would entail the purchase of
another ten(10) race cars and the support equipment necessary to
maintain them.

The Corporation has purchased fourteen(14) stock cars at an approximate
price of $50,000 per car.   Parts will be nominal due to the lack of
any sustained stress on the cars, approximately $10,000 per month per
site.  Staffing costs will be approximately $20,000 per month at each



<PAGE>4

active "hub".  The Corporation has an operating lease for a Miller
Tractor Trailer to haul the cars from track to track.  The transporting
of staff to the event and their food and lodging costs average $4000
per day.

The Corporation also offers a number of add-on sale items including CDs
from its Adventure Cam located in the car (four cameras and complete
GPS data), clothing, souvenirs and photography.

The Corporation is currently developing its logos and marketing
materials and will commence the trademarking process for its name and
various products and services.

Marketing.   The Corporation offers its products and services at
various tracks throughout the country.   The Corporation shall employ a
marketing director.  These individuals will primarily be responsible
with closing the prospects created through promotion.   These services
will be sold as corporate outings and directly to the public through
various marketing and advertising mediums with an emphasis on radio.

Promotional and Licensing Agreements.   In December 1998, the
Corporation entered into promotional and licensing agreements with Dale
Jarrett, Ned Jarrett, Glenn Jarrett, Jason Jarrett and Brett Favre
(individually, the "Licensor") whereby these individuals have granted
the Corporation the use of their names and likeliness in advertising,
products and promotional materials, as well as an agreed upon number of
appearances per year and an agreed upon number of radio and/or
television commercials as set out in each agreement.   Ned Jarrett is
the father of Dale Jarrett and Glenn Jarrett.   Dale Jarrett is the
father of Jason Jarrett.

Pursuant to these agreements, the Corporation has issued an aggregate
of 5,500,000 Common Shares of the Corporation.  The term of each
agreement is Ten (10) years unless sooner terminated by the occurrence
of any of the following:

(a)  a material breach by the Corporation of the agreement which breach
has not been satisfied within thirty (30) days of receipt of written
notice from the Licensor;

(b)  upon receipt of written notice from the Licensor if, as a result
of (i) any act or omission of the Corporation, (ii) any claim or charge
against the Corporation or (iii) any other occurrence or circumstances
involving the Corporation, the continued association of Licensor with
the Corporation would be detrimental to the value of the Licensed
Material or to Licensor's image or reputation;

(c)  the failure of the Corporation to continually operate and manage
the business according to the policies, practices and standards agreed
to by the parties;

(d)  the failure of the Corporation to comply with any laws and
regulations, the consequences of which are material adverse to the
Corporation.

<PAGE>5

During the term of the agreements, the Licensor agrees not to directly
or indirectly (whether for compensation or otherwise), provide
promotional appearances or services to any business which competes with
the Corporation's business of owning and managing driving schools.

The Corporation has also agreed not to issue any additional common
shares in the Corporation's stock to insiders, directors without the
Licensor's approval.   Additionally, any and all future financings will
be offered to the Licensor prior to being offered to third parties..
On June 2, 2003, the Corporation's Board of Directors approved the
exchange of all or a portion of the indebtedness to its officers and
directors and a consultant for restricted common stock at an exchange
price of $.14 per share.  There was no difference between the exchange
price of these options and the fair value of the stock and no debt was
converted as of June 30, 2004. The aggregate amount of debt subject to
exchange was $551,133 at June 30, 2004. If all of the debt as of June 30,
2003 were converted, the Corporation would be required to issue an
additional 3,936,664 shares.

Competition.  The driving schools industry is currently experiencing a
limited degree of competition with regard to availability, price,
service, quality and location.  There are own well-established market
leader (Richard Petty Driving Experience) that is nationally recognized
and which possess substantially greater financial, marketing personnel
and other resources than the Corporation.    There are also a small
number of local or regional schools.  Virtual reality driving
experiences are also becoming more and more realistic and therefore a
growing competitor.   It is also likely that other competitors will
emerge in the near future.   There is no assurance that the Corporation
will compete successfully with other established driving schools.   The
Corporation shall compete on the basis of availability, price, service,
quality and location.  Inability to compete successfully might result
in increased costs, reduced yields and additional risks to the
investors herein.

Employees.   The Corporation employs ten full time employees
responsible for securing the Driving Adventure locations, procurement
of equipment, racecars, and the development and implementation of the
Corporation's marketing plan.    Each active location has up to 25
employees including but not limited to a mechanic, four to ten driving
instructors, two administrators, a flagman and a site manager.

Additional employees and/or independent contractors will be obtained as
required.

Seasonal Nature of Business Activities.   The Corporation's operations
have shown to be seasonal partly because some track locations may only
operate on certain days or certain times of the year.  Primarily, this
is due to the weather.  It is the Corporation's plans to run more
tracks in the south during the winter.  The Corporation expects a
steady revenue stream throughout the year.



<PAGE>6

Government Regulation.    The Corporation does not currently need any
government approval of our services.  The Corporation is not aware of
any existing or probable governmental regulations on our business or
industry.  The Corporation is required to maintain a minimum of five
million dollars($5,000,000) of liability insurance, worker's
compensation and property and casualty insurance.

ITEM 2.  PROPERTIES.

The Corporation's executive offices are located at 3604 Denver Drive,
Denver, NC 28037.  This location has 17,000 square feet and is leased
on a month to month basis for $2,000 per month.

ITEM 3.    LEGAL PROCEEDINGS.

The Corporation is not involved in any legal proceedings at this date.

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

During the fourth quarter of the fiscal year ended June 30, 2004, no
matters were submitted to a vote of Dale Jarrett Racing Adventure, Inc.
security holders, through the solicitation of proxies.





<PAGE>7
                  PART II

ITEM 5.    MARKET FOR CORPORATION'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Market Information.    The Corporation began trading publicly on the
NASD Over the Counter Bulletin Board on June 22, 2000 under the symbol
"DJRT".

The following table sets forth the range of high and low bid quotations
for the Corporation's common stock as reported on the NASD Bulletin
Board, by Wienstock Securities, Paragon Securities, Sharpe Capital,
Herzog Securities, Nite Securities, Mayer Shweitzer, GVR Capital, Fleet
Securities and Program.    The quotations represent inter-dealer prices
without retail markup, markdown or commission, and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
        Quarter  Ended                 High Bid             Low Bid
              
                        <c>                  <c>
             9/30/01                     .50                   .35
            12/31/01                     .27                   .15
             3/31/02                     .25                   .10
             6/30/02                     .10                   .10
             9/30/02                     .25                   .25
            12/31/02                     .25                   .25
             3/31/03                     .35                   .35
             6/30/03                     .45                   .45
             9/30/03                     .35                   .35
            12/31/03                     .30                   .30
             3/31/04                     .36                   .36
             6/30/04                     .22                   .22
</TABLE>

The Corporation has never paid any cash dividends nor does it intend,
at this time, to make any cash distributions to its shareholders as
dividends in the near future.

As of September 30, 2004, the number of holders of Corporation's common
stock is 244.

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

Trends and Uncertainties.  Demand for the Corporation's products are
dependent on, among other things, general economic conditions which are
cyclical in nature.  Inasmuch as a major portion of the Corporation's
activities are the receipt of revenues from its driving school services
and products, the Corporation's business operations may be adversely
affected by the Corporation's competitors and prolonged recessionary
periods.



<PAGE>8

There are no known trends, events or uncertainties that have or are
reasonably likely to have a material impact on the corporation's short
term or long term liquidity.  Sources of liquidity both internal and
external will come from the sale of the corporation's products as well
as the private sale of the Corporation's stock.  There are no material
commitments for capital expenditure at this time.  There are no trends,
events or uncertainties that have had or are reasonably expected to
have a material impact on the net sales or revenues or income from
continuing operations.  There are no significant elements of income or
loss that do not arise from the Corporation's continuing operations.
There are no known causes for any material changes from period to
period in one or more line items of the corporation's financial
statements.

The Corporation currently has classes planned through December 2005.

Capital and Source of Liquidity.   The Corporation currently has no
material commitments for capital expenditures.  The Corporation has no
plans for future capital expenditures such as additional race cars at
this time.

The Corporation believes that there will be sufficient capital from
revenues to conduct operations for the next twelve(12) months.

Presently, the Corporation's revenue comprises one hundred(100) percent
of the total cash necessary to conduct operations.  Future revenues
from classes and events will determine the amount of offering proceeds
necessary to continue operations.

The board of directors has no immediate offering plans in place.  The
board of directors shall determine the amount and type of offering as
the Corporation's financial situation dictates.

For the year ended June 30, 2004, the Corporation acquired plant and
equipment of $24,039 resulting in net cash used in investing activities
of $24,039.

For the year ended June 30, 2003, the Corporation acquired plant and
equipment of $2,761 resulting in net cash used in investing activities
of $2,761

For the year ended June 30, 2004, the Corporation issued common stock
for cash of $85,000.  Additionally, the Corporation repaid a
shareholder advanced of $90,000, repaid notes payable of $77,500 and
repaid long-term debt of $30,346.   As a result, the Corporation had
net cash used in financing activities of $112,846 for the year ended
June 30, 2004.

For the year ended June 30, 2003, the Corporation repaid an officer
advance of $15,000 and repaid long-term debt of $26,202.  As a result,
the Corporation had net cash used in financing activities of $41,602
for the year ended June 30, 2003.



<PAGE>9

During the year ended June 30, 2003, the Corporation authorized the
issuance of an aggregate of 276,000 shares of its common stock to four
unrelated individuals or entities for services rendered to the
Corporation during the year.  Aggregate expense related to the shares
issued for services amounted to $40,200 and was based upon the trading
value of the Corporation's common stock at the date the shares were
authorized by the Corporation's Board of Directors.  Additionally, the
Corporation issued 200,000 shares of its common stock to an individual
for the purchase of a race vehicle valued at $20,000.  The trading price
of the Corporation's common stock at the date of the purchase was $.14
per share.

On June 2, 2003, the Corporation's Board of Directors approved the
exchange of all or a portion of the indebtedness to its officers and
directors and a consultant for restricted common stock at an exchange
price of $.14 per share.  There was no difference between the exchange
price of these options and the fair value of the stock and no debt was
converted as of June 30, 2003. The aggregate amount of debt subject to
exchange was $551,133 at June 30, 2004. If all of the debt as of June 30,
2004 were converted, the Corporation would be required to issue an
additional 3,936,664 shares.

On a long term basis, liquidity is dependent on continuation of
operation and receipt of revenues.

Results of Operations.    For the year ended June 30, 2004, the
Corporation had sales of $1,869,877 with cost of sales of $732,954 for
a gross profit of $1,136,923.

For the year ended June 30, 2004, the Corporation had general and
administrative expenses of $1,300,861 and non-cash stock compensation
of $111,500.   These expenses consisted of salaries, wages and benefits
of $467,555, marketing costs of $311,497, garage operations of
$146,199, rent and utilities of $73,978, professional fees of $23,115,
taxes, license and fees of $61,718, depreciation of $153,459,
amortization of service contracts of $96,667 and other expenses of
$78,173.   These expenses increased over expenses for 2003 due to
increased operations.

For the year ended June 30, 2003, the Corporation had sales of
$1,296,958 with cost of sales of $669,597 for a gross profit of
$627,361.

For the year ended June 30, 2003, the Corporation had general and
administrative expenses of $994,478.   These expenses consisted of
salaries, wages and benefits of $347,682, marketing costs of 151,435,
garage operations of $109,022, rent and utilities of $54,400,
profession fees of $36,602, depreciation of $130,582, amortization of
service contracts of $102,778 and other expenses of $61,977.   These
expenses increased over expenses for 2002 due to increased operations.

Plan of Operation.  The Corporation may experience problems; delays,
expenses and difficulties sometimes encountered by an enterprise in the
Corporation's stage, many of which are beyond the Corporation's



<PAGE>10

control.  These include, but are not limited to, unanticipated problems
relating to additional costs and expenses that may exceed current
estimates and competition.

The Corporation is not delinquent in any of its obligations even though
the Corporation has generated limited operating revenues.  The
Corporation intends to market its products and services utilizing cash
made available from the private sale of its securities and operations.
The Corporation's management is of the opinion that the proceeds of the
sales of its securities and future revenues will be sufficient to pay
its expenses for the next twelve months.

Our auditors have expressed reservations concerning our ability to
continue as a going concern.    The Corporation has incurred significant
losses from operations and has working capital and stockholder
deficiencies.  These factors raise substantial doubt about our ability to
continue as a going concern.

Our ability to continue as a going concern is contingent upon our ability
to secure additional financing, increase ownership equity and attain
profitable operations.  In addition, the Corporation's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the
Corporation operates.

The Corporation is pursuing financing for its operations and seeking
additional private investments.  In addition, the Corporation is seeking
to expand its revenue base.  Failure to secure such financing or to raise
additional equity capital and to expand its revenue base may result in
the Corporation depleting its available funds and not being able pay its
obligations.


ITEM 7. FINANCIAL STATEMENTS AND
        SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 20.

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

(a)  On September 15, 2004, Dale Jarrett Racing Adventure, Inc.'s
independent public accountant resigned.

     James E. Scheifley & Associates, PC reports on Dale Jarrett Racing
Adventure Inc.'s financial statements for either of the past two years,
June 30, 2002 and June 30, 2003 did not contain an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty,
audit scope or accounting principles.

<PAGE>11

During Dale Jarrett Racing Adventure, Inc.'s two most recent fiscal
years, June 30, 2002 and June 30, 2003, and the subsequent period
through the date of resignation, July 1, 2003 through September 29,
2004, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope of procedure which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement(s) in connection
with its report as described in Item 304 (a)(1)(iv) of Regulation S-B.

(b)  On September 15, 2004, the board of directors of Dale Jarrett
Racing Adventure, Inc. engaged the accounting firm of Stark Winter
Scheinken & Co., LLP as principal accountants of Dale Jarrett for the
fiscal year ended June 30, 2004.   Dale Jarrett Racing Adventure, Inc.
did not consult Stark Winter Schenkein & Co., LLP regarding the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be
rendered on Stark Winter Schenkein & Co., LLP financial statements and
neither written nor oral advice was provided that was an important
factor considered by Stark Winter Schenkein & Co., LLP in reaching a
decision as to the accounting, auditing or financial reporting issue;
or any matter that was the subject of a disagreement or event
identified in response to paragraph (a) (1)(iv) of Item 304 of
Regulation S-B.

ITEM 8A CONTROLS AND PROCEDURES

Controls and Procedures.   Timothy B. Shannon, the Chief Executive
Officer and the Chief Financial Officer of the Corporation has made an
evaluation of the disclosure controls and procedures relating to the
annual report on Form 10KSB for the year ended June 30, 2004 as filed
with the Securities and Exchange Commission and has judged such
controls and procedures to be effective as of June 30, 2004 (the
evaluation date).

There have not been any significant changes in the internal controls of
the Corporation or other factors that could significantly affect
internal controls relating to the Corporation since the evaluation
date.



<PAGE>12
             PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

Board of Directors.  The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor.  All holders of Common Stock will have the
right to vote for Directors of the Corporation.  The Board of Directors
has primary responsibility for adopting and reviewing implementation of
the business plan of the Corporation, supervising the development
business plan, review of the officers' performance of specific business
functions.  The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Corporation.    Directors receive no cash compensation or fees for
their services rendered in such capacity.

Mr. Shannon is a full time employee of the Corporation.

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                                Position                      Term(s) of Office

                                   <c>                                <c>
Timothy B. Shannon, age 42        President, Director            Inception to Present
                               Chief Executive Officer
                               Chief Financial Officer              June 13, 2002
    to September 1,
2004

Brian C. Rosenbloom, age 43        Director                      Inception to Present


Glenn Jarrett, age 52          Chief Operating Officer           Inception to Present
                                      Director

John Ervin, age 66            Chief Financial Officer           September 1, 2004
                                                                    to present
</TABLE>

Resumes:

Timothy B. Shannon.   Mr. Shannon has been President, Director and
Chief Executive Officer of the Corporation since its inception.
Previously, Mr. Shannon has been employed in the investors relations
industry and served as Vice President and a principal of
Shannon/Rosenbloom Marketing, an Orlando, Florida investor relations
firm.   From 1992 to 1994, Mr. Shannon was an investment advisor with
Great Western Financial Securities and Hearn Financial, a Corporation
that he co-founded.   Mr. Shannon spent six years as a systems engineer
and marketing representative with IBM after graduating in 1983 from the
University of South Florida with a degree in Computer Science.

Brian C. Rosenbloom.   Mr. Rosenbloom was Secretary/Treasurer, Vice
President, Chief Financial Officer until his resignation on June 13,
2002 for personal reasons and has been a Director of the Corporation

<PAGE>13

since its inception.   Previously, Mr. Rosenbloom had been in the
investor relations industry and currently acts as President and a
principal of Insider Snapshot, an Orlando, Florida investor relations
firm.    Prior to that, Mr. Rosenbloom had been involved in the
investment and finance industry working in various capacities.  Mr.
Rosenbloom graduated from the University of Albany in 1982.

Glenn Jarrett.  Mr. Jarrett has been Chief Operating Officer and a
Director of the Corporation since its inception.  Mr. Jarrett works as
an auto racing announcer and consultant.  Mr. Jarrett has been a senior
motorsports announcer for TNN since 1991.  He is a motorsports
announcer (Pits) at contracted events and is the co-producer and co-
host of the "World of Racing" radio program on MRN radio which airs
weekdays.   Mr. Jarrett has an extensive background in auto racing.
He drove in the NASCAR Busch Series from 1982 to 1988 and ran a total
of eighteen (18) NASCAR Winston Cup Races from 1977 to 1983.   Mr.
Jarrett is the acting consultant and marketing coordinator for DAJ
Racing, Inc. and has been a guest speaker at many auto racing and
related functions.  Mr. Jarrett graduated from the University of North
Carolina in 1972 with a Bachelor of Science degree in Business
Administration.

John Carl Ervin attended North Carolina State and Lenoir Rhne College
before joing Ned Jarrett in the early sixties.   He helped team Ned
Jarrett to his two Grand National Championship titles in 1961 and 1965.
After Ned's retirement as a NASDAR driver, John was a business owner
until he served as crew chief and later team manager of Dale jarrett's
Busch Series efforts, DAJ Racing.   Supporting a third generation
Jarrett driver, he helped Jason Jarrett in his beginning NASCAR
efforts.   In 1997, he was selected by his peers and NASCAR Winston Cup
crew chiefs as the 1997 Legend inductee to the Mechanics Hall of Fame
at the International Motorsports Hall of Fame in Talladega, Alabama.

As chief financial officer and shop manager of Dale Jarrett Racing
Adventure, Inc., his lifetime NASCAR association aids in his ability to
oversee prudent purchases of equipment through his many racing contacts
as well as building the racecars fro the school.

Mr. Ervin served as elder on the 2001-2003 Session of First
Presbyterian Church, Newton, NC, was appointed to the Catawbe County
ABC Board and served on an Advisory Board of Catawbe County Community
College.

Indemnification.  The Corporation shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State
of Florida, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Corporation, or served any other enterprise as director,
officer or employee at the request of the Corporation.  The Board of
Directors, in its discretion, shall have the power on behalf of the
Corporation to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Corporation.

<PAGE>14

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Corporation, the Corporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.

ITEM 10.   EXECUTIVE COMPENSATION

Since inception, the following cash compensation has been paid by the
Corporation to its executive officers, during which there was one
officer.
<TABLE>
<CAPTION>
                                                                    Long Term Compensation
                       Annual Compensation                            Awards               Payouts
 (a)                    (b)     (c)            (d)      (e)      (f)     (g)      (h)            (i)
                                                       Other                                    All
Name                                                   Annual Restricted         LTIP           Other
and                                                    Compen-   Stock  Options/ Pay-          Compen-
Principal                       Salary        Bonus    sation    Awards  SARs    Outs          sation
Position                Year      ($)          ($)       ($)       ($)   ($)     ($)             ($)

                     <c>       <c>          <c>       <c>       <c>    <c>    <c>             <c>

Timothy B. Shannon
President
Chief Executive Officer  2002     $54,249
2003     $60,000
2004     $60,000
</TABLE>

 (1)The Corporation has entered into an agreement with Glenn Jarrett, a
director, under which he will receive the option to purchase 250,000
common shares of the Corporation at an option exercise price of $2.50
per common share.   The term of the option is ten years.

The Corporation retains the right to increase or decrease the cash
compensation of its employees as necessitated by business conditions.

The Corporation has not entered into Employment Agreements with its
officers.




<PAGE>15

Board of Directors Compensation.  Currently board members receive no
special compensation for meetings or time incurred.    Director
liability insurance may be provided to all members of the Board of
Directors.  No differentiation shall be made for any further
compensation of "outside directors" and those officers of the
Corporation serving in that capacity.

On June 2, 2003, the Corporation's Board of Directors approved the
exchange of all or a portion of the indebtedness to its officers and
directors and a consultant for restricted common stock at an exchange
price of $.14 per share.  There was no difference between the exchange
price of these options and the fair value of the stock and no debt was
converted as of June 30, 2004. The aggregate amount of debt subject to
exchange was $551,133 at June 30, 2004. If all of the debt as of June 30,
2004 were converted, the Corporation would be required to issue an
additional 3,936,664 shares.

Stock Option Plan.    The Corporation shall implement an employee stock
option program.   The specifics of the plan have yet to be determined.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following tabulates holdings of shares of the Corporation by each
person who, subject to the above, at the date of this prospectus, holds
of record or is known by Management to own beneficially more than 5.0%
of the Common Shares and, in addition, by all directors and officers of
the Corporation individually and as a group.   Each named beneficial
owner has sole voting and investment power with respect to the shares
set forth opposite his name.

              Shareholdings at Date of
                   This Prospectus
<TABLE>
<CAPTION>
                                                      Percentage of
                            Number & Class(1)          Outstanding
Name and Address                  of Shares           Common Shares

   
                             <c>                    <c>
Timothy Shannon                  2,500,000                13.85%
1197 Fox Chase Drive
Newton, NC 28658

Brian Rosenbloom                 3,500,000                19.39%
9632 Maywood Drive
Windermere, FL 34786

John Ervin                              0                 0.00%
3604 Denver Drive
Denver, NC 28037



<PAGE>16

Dale Jarrett                     1,500,000                 8.31%
3182 9th Tee Drive
Newton, NC 28658

Brett Favre                      1,500,000                 8.31%
132 Westover Drive
Hattiesburg, MS 39402

Ned Jarrett                      2,000,000                  11.08%
3182 9th Tee Drive
Newton, NC 28658

Glenn Jarrett                    1,000,000                  5.54%
3182 9th Tee Drive
Newton, NC 28658

All Directors & Officers
as a group (4 persons)           7,000,000                38.78%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.

Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Through June 30, 2002, Tim Shannon and Glenn Jarrett, officers and
directors of Dale Jarrett Racing along with Dale Jarrett and Ned Jarrett
advanced an aggregate of $326,527 including accrued interest to Dale
Jarrett Racing.

During the year ended June 30, 2003, Dale Jarrett sold three race
vehicles to Dale Jarrett Racing for an aggregate price of $64,000.

Dale Jarrett Racing made $90,000 and $15,000 of cash repayments of
officer advances during the years ended June 30, 2004 and 2003.  The
aggregate balance of all advances amounted to $338,133 including accrued
interest at June 30, 2004.  The advances bear interest at 6 percent per
annum and are expected to be repaid currently.  Interest recorded was
$21,160 and $31,446 for the years ended June 30, 2004 and 2003.

At June 30, 2004, Dale Jarrett Racing had accrued salary for Timothy B.
Shannon, its officer aggregating $213,000.  The officer is due $60,000
per year in annual salary.



<PAGE>17

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

     (A)    FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules are filed as part of
this report:

Reports of Independent Public Auditors.........18
Balance Sheet..................................20
Statement of Operations........................21
Statement of Changes in Stockholders' (Deficit)22
Statement of Cash Flows........................24
Notes to Financial Statements..................26

Schedules Omitted:    All schedules other than those shown have been
omitted because they are not applicable, not required, or the required
information is shown in the financial  statements  or  notes  thereto.





<PAGE>18

                       INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders
Dale Jarrett Racing Adventure, Inc.


We have audited the balance sheet of Dale Jarrett Racing Adventure, Inc.
as of June 30, 2003, and the related statements of operations,
stockholders' equity and cash flows for years ended June 30, 2003 and
2002.  These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and perform the 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 Dale Jarrett
Racing Adventure, Inc. as of June 30, 2003, and the related statements of
operations, stockholders' equity and cash flows for the years ended June
30, 2003 and 2002, in conformity with generally accepted accounting
principles.


                                  James E. Scheifley and Associates, P.C.
                                  Certified Public Accountants


Dillon, Colorado
October 8, 2003




<PAGE>19

                      REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Dale Jarrett Racing Adventure, Inc.

We have audited the accompanying balance sheets of Dale Jarrett Racing
Adventure, Inc. as of June 30, 2004, and the related statements of
operations, stockholders' (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the auditing 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 by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dale Jarrett
Racing Adventure, Inc. as of June 30, 2004, and the results of its
operations, and its cash flows for he year then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 2 to
the financial statements, the Company has incurred significant losses
from operations and has working capital and stockholder deficiencies.
These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter
are also discussed in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Stark Winter Schenkein and Co., LLP


Denver, Colorado
October 7, 2004


<PAGE>20

                  Dale Jarrett Racing Adventure, Inc.
                             Balance Sheet
                             June 30, 2004

             ASSETS
Current assets:
  Cash                                                     $  437,678
  Inventory                                                    12,183
  Prepaid expenses                                             90,519
                                                           ----------
    Total current assets                                      540,380

Property and equipment, at cost, net of
 accumulated depreciation of $589,858                         236,666
                                                           ----------
                                                           $  777,046
                                                           ==========

             LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
  Note payable - bank                                      $    5,000
  Current portion of long-term debt                            34,033
  Accounts payable                                             51,241
  Accrued expenses                                             44,341
  Accrued salaries - officers                                 213,000
  Deferred revenue                                            727,920
  Shareholder advances                                        338,133
                                                           ----------
    Total current liabilities                               1,413,668

Long-term debt                                                 49,706

Stockholders' (deficit):
  Common stock, $.01 par value,
   100,000,000 shares authorized,
   18,052,709 shares issue and outstanding                   180,527
  Additional paid-in capital                               3,759,400
  Deferred stock compensation                               (412,502)
  Accumulated (Deficit)                                   (4,213,753)
                                                           ----------
                                                             (686,328)
                                                           ----------
                                                           $  777,046
                                                           ==========





See accompanying notes to financial statements.




<PAGE>21

                  Dale Jarrett Racing Adventure, Inc.
                       Statements of Operations
               For The Years Ended June 30, 2004 and 2003

                                                 2004         2003
                                              ----------   ----------

Sales                                         $1,869,877   $1,296,958
Cost of sales and services                       732,954      669,597
                                              ----------   ----------
Gross profit                                   1,136,923      627,361
                                              ----------   ----------
Non cash stock compensation                      111,500       40,200
General and administrative expenses            1,300,861      954,278
                                              ----------   ----------
                                               1,412,361      994,478
                                              ----------   ----------

(Loss) from operations                          (275,438)    (367,117)
                                              ----------   ----------

Other income and (expense):
  Interest expense                                (6,895)      (6,061)
  Interest expense - shareholders                (21,160)     (31,446)
  Other income                                     4,500        1,745
                                              ----------   ----------
                                                 (23,555)     (35,762)
                                              ----------   ----------
(Loss) before taxes                             (298,993)    (402,879)
Income taxes                                           -            -
                                              ----------   ----------
    Net (loss)                                $ (298,993)  $ (402,879)
                                              ==========   ==========

Per share information:

Basic and diluted (loss) per share            $    (0.02)  $    (0.02)
                                              ==========   ==========
Weighted average shares outstanding           18,002,709   17,001,912
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>22

                  Dale Jarrett Racing Adventure, Inc.
            Statement of Changes in Stockholders' (Deficit)
              For The Years Ended June 30, 2004 and 2003
<TABLE>
<CAPTION>
                                                             Additional
                                     Common       Stock        Paid-in    Stock Sub-
                                     Shares       Amount       Capital    scriptions
                                   ----------   ----------   ----------   ----------

                                <c>          <c>          <c>          <c>
Balance June 30, 2002              16,767,912   $  167,679   $3,505,548   $   10,000

Shares issued for services            276,000        2,760       37,440            -

Shares issued for vehicle purchase    200,000        2,000       18,000            -

Amortization of unearned services           -            -            -            -

Net (loss) for the year ended
  June 30, 2003                             -            -            -            -
                                   ----------   ----------   ----------   ----------
Balance June 30, 2003              17,243,912      172,439    3,560,988       10,000

Shares issued for cash                447,368        4,474       80,526            -

Shares issued for services            450,000        4,500      107,000            -

Shares issued for conversion of
 accounts payable                     171,429        1,714       22,286          -

Issuance of subscribed shares          40,000          400        9,600      (10,000)

Shares returned for non-performance
 of services                         (300,000)      (3,000)     (21,000)           -

Amortization of unearned services           -            -            -            -

Net (loss) for the year ended
 June 30, 2004                              -            -            -            -
                                   ----------   ----------   ----------   ----------
Balance June 30, 2004              18,052,709   $  180,527   $3,759,400   $        -
                                   ==========   ==========   ==========   ==========





See accompanying notes to financial statements.




<PAGE>23

                  Dale Jarrett Racing Adventure, Inc.
            Statement of Changes in Stockholders' (Deficit)
(CONTINUED)      For The Years Ended June 30, 2004 and 2003

                                                 Unearned   Accumulated
                                                 Services     (Deficit)      Total
                                                ----------   ----------   ----------
Balance June 30, 2002                           $ (630,947) $(3,511,881)  $ (459,601)

Shares issued for services                               -            -       40,200

Shares issued for vehicle purchase                       -            -       20,000

Amortization of unearned services                  102,778            -      102,778

Net (loss) for the year ended
  June 30, 2003                                          -     (402,879)    (402,879)
                                                ----------   ----------   ----------
Balance June 30, 2003                             (528,169)  (3,914,760)    (699,502)

Shares issued for cash                                   -            -       85,000

Shares issued for services                               -            -      111,500

Shares issued for conversion of
 accounts payable                                        -            -       24,000

Issuance of subscribed shares                            -            -            -

Shares returned for non-performance
 of services                                        24,000            -            -

Amortization of unearned services                   91,667            -       91,667

Net (loss) for the year ended
 June 30, 2004                                           -     (298,993)    (298,993)
                                                ----------   ----------   ----------
Balance June 30, 2004                          $  (412,502) $(4,213,753)  $ (686,328)
                                               ===========   ==========   ==========
</TABLE>





See accompanying notes to financial statements.




<PAGE>24

                  Dale Jarrett Racing Adventures, Inc.
                        Statements of Cash Flows
               For The Years Ended June 30, 2004 and 2003

                                                 2004         2003
                                              ----------   ----------
Net (loss)                                    $ (298,993)  $ (402,879)
  Adjustments to reconcile net (loss) to net
  cash provided by operating activities:
   Depreciation and amortization                 246,898      235,800
   Common stock issued for services              111,500       40,200
   Interest added to officer loans                21,160       31,446
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable     30,420      (30,420)
   (Increase) in inventory                        (7,965)        (566)
   (Increase) decrease in prepaid expenses        13,493      (15,068)
   Increase in deferred revenue                  260,013      358,173
   Increase (decrease) in accounts payable and
    accrued expenses                              35,416      (16,346)
                                              ----------   ----------
      Total adjustments                          710,935      603,219
                                              ----------   ----------
  Net cash provided by
   operating activities                          411,942      200,340
                                              ----------   ----------

Cash flows from investing activities:
  Acquisition of plant and equipment             (24,039)      (2,761)
                                              ----------   ----------
Net cash (used in) investing activities          (24,039)      (2,761)
                                              ----------   ----------

Cash flows from financing activities:
   Common stock issued for cash                   85,000            -
   Repayment of shareholder advance              (90,000)     (15,000)
   Repayment of notes payable                    (77,500)           -
   Repayment of long-term debt                   (30,346)     (26,602)
                                              ----------   ----------
   Net cash (used in) financing activities      (112,846)     (41,602)
                                              ----------   ----------
Increase in cash and cash equivalents            275,057      155,977

Cash and cash equivalents,
 beginning of year                               162,621        6,644
                                              ----------   ----------
Cash and cash equivalents,
 end of year                                  $  437,678   $  162,621
                                              ==========   ==========




<PAGE>25

                  Dale Jarrett Racing Adventures, Inc.
                        Statements of Cash Flows
(CONTINUED)    For The Years Ended June 30, 2004 and 2003


Supplemental cash flow information:
   Cash paid for interest                     $    6,895   $    6,061
                                              ==========   ==========
   Cash paid for income taxes                 $        -   $        -
                                              ==========   ==========

Non-cash Investing and Financing Activities:
  Common stock issued for conversion of
   accounts payable                           $   24,000   $        -
                                              ==========   ==========
   Vehicles acquired for notes payable        $   33,276   $   97,155
                                              ==========   ==========
   Vehicles acquired for common stock         $        -   $   20,000
                                              ==========   ==========
   Vehicle acquired for shareholder advance   $        -   $   64,000
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>26

                    Dale Jarrett Racing Adventure, Inc.
                       Notes to Financial Statements
                               June 30, 2004


Note 1.  Organization and Summary of Significant Accounting Policies.

The Company was incorporated in Florida on November 24, 1998 as The
Jarrett/Favre Driving Adventure, Inc. and has elected to be taxed as a
"C" corporation.  The Company offers the "NASCAR" driving experience to
the public.  The Company owns several 'NASCAR" type automobiles and has
secured several racetrack locations at which it offers these services at
various dates during the year.

Reclassifications

Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectability is reasonably assured.  The following policies reflect
specific criteria for the various revenues streams of the Company:

Revenue is recognized at the time the product is delivered or the service
is performed.  Provision for sales returns will be estimated based on the
Company's historical return experience, however sales returns have not
been significant due to the nature of the services provided by the
Company.

Deferred revenue is recorded for amounts received in advance of the time
at which services are performed and included in revenue at the completion
of the related services.  Deferred revenue aggregated $727,920 at June
30, 2004.

Cash

For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.  Cash at a single financial institution
aggregated $389,289 at June 30, 2004.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value.
Accounts receivable are comprised of balances due from customers net of
estimated allowances for uncollectible accounts.  In determining
collectability, historical trends are evaluated and specific customer
issues are reviewed to arrive at appropriate allowances.



<PAGE>27

Inventory

Inventory is valued at the lower of cost or market on a first-in
first-out basis and consists primarily of finished goods and includes
primarily promotional items that bear the Company's logo.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are depreciated
based upon estimated useful lives using the straight-line method.

Estimated useful lives range from 3 to 5 years for furniture and fixtures
and from 5 to 10 years for equipment.

Intangible Assets and Long Lived Assets

The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  An impairment loss would be recognized when estimated
future cash flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount.  No such
impairment losses have been identified by the Company for the year ended
June 30, 2004.

Estimates

The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could differ
from these estimates.

Advertising costs

Advertising costs are charged to operations when the advertising first
takes place.  Advertising costs charged to operations were $260,196 and
$160,106 for the years ended June 30, 2004 and 2003, respectively.

Fair value of financial instruments

The Company's short-term financial instruments consist of cash, accounts
payables and accrued expenses and notes payable.  The carrying amounts of
these financial instruments approximates fair value because of their
short-term maturities.  Financial instrument that potentially subjects
the Company to a concentration of credit risk consists principally of
cash.  During the year the Company maintained cash deposits at financial
institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation.  The Company does not hold or issue
financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments.

The carrying value of the Company's long-term debt approximated its fair
value based on the current market conditions for similar debt
instruments.

<PAGE>28

Segment Information

The Company follows Statement of Financial Accounting Standard ("SFAS")
131, Disclosures about Segments of an Enterprise and Related
Information." Certain information is disclosed, per SFAS No. 131, based
on the way management organizes financial information for making
operating decisions and assessing performance.  The Company currently
operates in a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

The Company offers a "NASCAR" type driving experience to the general
public at racetrack locations in the United States.  To date its revenues
have consisted of sales from the driving program and sales of promotional
type apparel bearing the Company's logo.  The Company expects to continue
sales of these items in conjunction with its driving experience business
and does not expect that such sales will constitute a separate business
segment.

To date the Company has had no foreign sales and has no long-lived assets
outside of the United States.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording
the provision for income taxes.  Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and
income tax basis of assets and liabilities using the enacted marginal tax
rate applicable when the related asset or liability is expected to be
realized or settled.  Deferred income tax expenses or benefits are based
on the changes in the asset or liability each period.  If available
evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the deferred tax assets to the amount
that is more likely than not to be realized.  Future changes in such
valuation allowance are included in the provision for deferred income
taxes in the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for
services based on the fair value of the equity instruments issued and
accounts for equity instruments issued to other than employees based on
the fair value of the consideration received or the fair value of the
equity instruments, whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS
123, "Accounting for Stock-Based Compensation." The provisions of SFAS
123 allow companies to either expense the estimated fair value of stock
options or to continue to follow the intrinsic value method set forth in
APB Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) but
disclose the pro forma effects on net income  (loss) had the fair value
of the options been expensed.  The Company has elected to continue to
apply APB 25 in accounting for its stock option incentive plans.



<PAGE>29

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by SFAS
128, "Earnings per Share." Basic earnings (loss) per share is calculated
by dividing net income (loss) by the weighted average number of common
shares outstanding for the period.  Diluted earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents outstanding.
During periods in which the Company incurs losses common stock
equivalents, if any, are not considered, as their effect would be anti-
dilutive.

Recent Pronouncements

In December 2002, the FASB issued SFAS 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS 123." SFAS
148 provides alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation from the intrinsic value-based method of accounting
prescribed by APB 25.  As allowed by SFAS 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting, and has
adopted the disclosure requirements of SFAS 123.  The Company currently
does not anticipate adopting the provisions of SFAS 148.

In January 2003, the FASB issued FASB Interpretation No. 46
"Consolidation of Variable Interest Entities, an interpretation of ARB
No. 51" ("FIN 46").  FIN 46 requires certain variable interest entities
to be consolidated by the primary beneficiary of the entity under certain
conditions.  The Company does not have any involvement in variable
interest entities.  The adoption of FIN 46 did not have a significant
impact on the Company's results of operations, financial position or cash
flows.

In April 2003, FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies the accounting and reporting for derivative instruments,
including instruments embedded in other contracts such that contracts
with comparable characteristics are accounted for similarly.  SFAS No.
149 is effective for contracts entered into or modified after June 30,
2003, except for hedging relationships designated after June 30, 2003.
The Company does not expect SFAS No. 149 to have a material effect on its
financial statements.

In May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This
statement establishes standards for how to classify and measure certain
financial instruments with characteristics of both liabilities and
equity.  Many instruments that were previously classified as equity will
be required to be reported as liabilities under SFAS No. 150.  This
statement is effective for financial instruments entered into or modified
after May 31, 2003 and at the beginning of the first interim period
beginning after June 15, 2003, except for mandatory redeemable
instruments.  The Company does not expect SFAS No. 150 to have a material
effect on its financial statements.

<PAGE>30

In December 2003, the United States Securities and Exchange Commission
issued Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB
104"), which supersedes SAB 101, "Revenue Recognition in Financial
Statements".  The primary purpose of SAB 104 is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue
arrangements, which was superseded as a result of the issuance of EITF
00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
While the wording of SAB 104 has changed to reflect the issuance of EITF
00-21, the revenue recognition principles of SAB 101 remain largely
unchanged by the issuance of SAB 104.  The adoption of SAB 104 did not
have a material impact on the Company's financial statements.

In March 2004, the Financial Accounting Standards Board (FASB) approved
the consensus reached on the Emerging Issues Task Force (EITF) Issue No.
03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments." The objective of this Issue is to provide
guidance for identifying impaired investments.  EITF 03-1 also provides
new disclosure requirements for investments that are deemed to be
temporarily impaired.  The accounting provisions of EITF 03-1 are
effective for all reporting periods beginning after June 15, 2004, while
the disclosure requirements are effective only for annual periods ending
after June 15, 2004.  The Company has evaluated the impact of the
adoption of EITF 03-1 and does not believe the impact will be significant
to the Company's overall results of operations, cash flows or financial
position.


Note 2. Basis of Reporting

The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.

The Company has experienced a significant loss from operations as a
result of its investment necessary to achieve its operating plan, which
is long-range in nature.  For the years ended June 30, 2004 and 2003, the
Company incurred net losses of $298,993 and $402,879 and has working
capital and stockholder deficits of $873,288 and $686,328 at June 30,
2004.

The Company's ability to continue as a going concern is contingent upon
its ability to secure additional financing, increase ownership equity and
attain profitable operations.  In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.

The Company is pursuing financing for its operations and seeking
additional private investments.  In addition, the Company is seeking to
expand its revenue base.  Failure to secure such financing or to raise
additional equity capital and to expand its revenue base may result in
the Company depleting its available funds and not being able pay its
obligations.

<PAGE>31

The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result
from the possible inability of the Company to continue as a going
concern.

During the periods covered by these financial statements the Company
issued shares of common stock and subordinated debentures without
registration under the Securities Act of 1933.  Although the Company
believes that the sales did not involve a public offering of its
securities and that the Company did comply with the "safe harbor"
exemptions from registration, if such exemptions were found not to apply,
this could have a material impact on the Company's financial position and
results of operations.


Note 3.  Property, Plant and Equipment.

Property, plant and equipment consists of the following at June 30, 2004:

     Office furniture an equipment            $   24,052
     Shop and track equipment                    113,726
     Race vehicles                               522,397
     Vehicles - other                            166,346
                                              ----------
                                                 826,521
Less accumulated depreciation                   (589,855)
                                              ----------
                                              $  236,666
                                              ==========

Depreciation charged to operations was $153,459 and $130,582 for the
years ended June 30, 2004 and 2003, respectively.


Note 4. Stockholders' (Deficit)

During December 1998 the Company negotiated personal service contracts
with certain members of the Jarrett family and Bret Favre.  The Jarretts
and Favre have had a prior business relationship related to automobile
racing. The contracts require the individuals to provide personal
appearances and to participate in the advertising and promotional efforts
of the Company for a period of ten years.  The Company issued an
aggregate of 5,500,000 shares in connection with the personal service
contracts.

The unearned services under the contracts aggregate $412,502 at June 30,
2004 and are classified as a reduction of stockholders' equity.  Services
charged to expense during the years ended June 30, 2004 and 2003 amounted
to $91,667 for each year.  The services will be charged to expense
ratably over the remaining terms of the contracts.

During 2001, the Company issued 500,000 shares of its common stock to a
consultant for services rendered to the Company during the year.  The
shares were valued at $.08 per share, which was the bid price of the

<PAGE>32

common stock at the date the stock issuance was approved by the Board of
Directors.  The contract covered a three year term.  During the year
ended June 30, 2004, 300,000 of these shares were returned to the Company
for non-performance under the contract and cancelled.

During the year ended June 30, 2003, the Company authorized the issuance
of an aggregate of 276,000 shares of its common stock to four unrelated
individuals or entities for services rendered to the Company during the
year.  Aggregate expense related to the shares issued for services
amounted to $40,200 and was based upon the trading value of the Company's
common stock at the date the shares were authorized by the Company's
Board of Directors.  Additionally, the Company issued 200,000 shares of
its common stock to an individual for the purchase of a race vehicle
valued at $20,000.  The trading price of the Company's common stock at
the date of the purchase was $.14 per share.

During the year ended June 30, 2004, the Company issued 447,368 shares of
common stock for cash aggregating $85,000.

In addition, the Company issued 450,000 shares of common stock for
services valued at $111,500 and 171,429 shares of common stock in
exchange for the cancellation of accounts payable of $24,000.  The value
assigned to the shares issued was based upon the trading value of the
Company's common stock at the date the shares were authorized by the
Company's Board of Directors.

On June 2, 2003, the Company's Board of Directors approved the exchange
of all or a portion of the indebtedness to its officers and directors and
a consultant for restricted common stock at an exchange price of $.14 per
share.  There was no difference between the exchange price of these
options and the fair value of the stock and no debt was converted as of
June 30, 2004.  The aggregate amount of debt subject to exchange was
$551,133 at June 30, 2004.  If all of the debt as of June 30, 2004 were
converted, the Company would be required to issue an additional 3,936,664
shares.

The weighted average fair value at the date of grant for debt exchange
options granted during 2003 as described above was $.03 per option.  The
fair value of the options at the date of grant was estimated using the
Black-Scholes model with assumptions as follows:

     Market value                      $      .14
     Expected life in years                 5
     Interest rate                      5 percent
     Volatility                         2 percent
     Dividend yield                    .0 percent

Stock based compensation costs would have increased pretax losses by
$130,000 ($.01 per share) if the fair value of the options granted during
the year had been recognized as compensation expense during the year
ended June 30, 2003.




<PAGE>33

Note 5. Income Taxes.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax
purposes in different periods.  Deferred taxes are classified as current
or non-current, depending on the classifications of the assets and
liabilities to which they relate.  Deferred taxes arising from temporary
differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary
differences are expected to reverse.  The Company had no significant
deferred tax items arise during any of the periods presented.

The Company has not provided for income taxes during any period presented
as a result of operating losses.  The Company has a net operating loss
carryforward at June 30, 2004 of approximately $3,500,000 that will
expire $300,000 in 2019 and $1,600,000 in 2020, $1,000,000 in 2021,
$400,000 in 2022 and $200,000 in 2023.  The Company has fully reserved
the deferred tax asset that would arise from the loss carryforward since
the Company believes that it is more likely than not that future income
from operations will not be available to utilize the deferred tax asset.
The approximate deferred tax asset and the related reserve are as
follows:

     Deferred tax asset
       Tax benefit of net operating loss      $1,200,000
      Less valuation allowance                (1,200,000)
                                              ----------
     Net deferred tax asset                   $        -
                                              ==========

During the year ended June 30, 2004 the valuation allowance for deferred
tax assets increased by approximately $70,000.


Note 6. Notes Payable and Long-term Debt

The Company has four vehicle purchase contracts outstanding at June 30,
2004 having an outstanding balance at that date of $83,739.  The loans
are due in monthly installments of $3,500 including interest at from 1.9
percent to 10 percent through July 2007.  Four support vehicles
collateralize the loans.  Principal repayments are due as follows:
$34,033 in 2005, $30,358 in 2006, and $19,348 in 2007.

In addition, the Company has an unsecured short-term note outstanding
payable to a bank in the amount of $5,000 bearing interest at 4.5 percent
per annum.


Note 7. Commitments and contingencies

Operating leases

The Company leases its office and garage facilities on a month to month
or short term basis.

<PAGE>34

Rent expense amounted to $42,600 and $48,557 for the years ended June 30,
2004 and 2003.


Note 8.  Related Party Transactions

Through June 30, 2002, certain the Company's officers and directors
advanced an aggregate of $326,527 including accrued interest to the
Company.

During the year ended June 30, 2003, an officer and director of the
Company sold three race vehicles to the Company for an aggregate price of
$64,000.

The Company made $90,000 and $15,000 of cash repayments of officer
advances during the years ended June 30, 2004 and 2003.  The aggregate
balance of all advances amounted to $338,133 including accrued interest
at June 30, 2004.  The advances bear interest at 6 percent per annum and
are expected to be repaid currently.  Interest recorded was $21,160 and
$31,446 for the years ended June 30, 2004 and 2003.

At June 30, 2004, the Company had accrued salary for its officer
aggregating $213,000.  The officer is due $60,000 per year in annual
salary.







<PAGE>35

(b)    List of Exhibits

The following exhibits are filed with this report:

  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification


 (B)    REPORTS ON FORM 8-K
          Form 8-K dated October 11, 2004 regarding the change in
accountants

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. We incurred aggregate fees and expenses of approximately $
from Stark Winter Schenkein and Co., LLP for the 2004 fiscal year and
$7,000 from James E. Scheifley & Associates, PC for the 2003 fiscal
year. Such fees included work completed for our annual audit and for
the review of our financial statements included in our Forms 10-QSB.

Tax Fees. We did not incur any aggregate tax fees and expenses from
Stark Winter Schenkein and Co., LLP for the 2004 fiscal year or James
E. Scheifley & Associates, PC for the 2003 fiscal years, for
professional services rendered for tax compliance, tax advice, and tax
planning.

All Other Fees. We did not incur any other fees from Stark Winter
Schenkein and Co., LLP or James E. Scheifley & Associates, PC
during fiscal 2004 or fiscal 2003, respectively. The Board of
Directors, acting as the Audit Committee considered whether, and
determined that, the auditor's provision of non-audit services was
compatible with maintaining the auditor's independence.   All of the
services described above for fiscal year 2003 and 2004 were approved by
the Board of Directors pursuant to its policies and procedures. We
intend to continue using Stark Winter Schenkein and Co., LLP solely for
audit and audit-related services, tax consultation and tax compliance
services, and, as needed, for due diligence in acquisitions.




<PAGE>36

                  SIGNATURES

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

Date:    October 14, 2004

Dale Jarrett Racing Adventure, Inc.

/s/ Timothy Shannon
------------------------------
By: Timothy Shannon, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Corporation and in the capacities and on the dates
indicated.
<TABLE>

                                                               <c>
/s/Timothy B. Shannon           Principal Executive Officer   October 14, 2004
-------------------             Chief Financial Officer/
                                  Controller/Director

/s/Brian C. Rosenbloom                   Director             October 14, 2004

/s/Glenn Jarrett                         Director             October 14, 2004
-------------------
</TABLE>