Amendment 1 to
             FORM 10-KSB
    SECURITIES AND EXCHANGE COMMISSION
          Washington, D.C. 20549
[ ] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
   THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended:
                       OR
[X]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 1, 2004 to December 31, 2004

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
$1,200,793. As of December 31, 2004, the market value of the
Corporation's voting $.0l par value common stock held by non-affiliates
of the Corporation was $2,564,931

The number of shares outstanding of Corporation's only class of common
stock, as of December 31, 2004 was 18,151,876 shares of its $.01 par
value common stock.

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
forty NASCAR tracks.

The Corporation currently owns fifteen (15) 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 race engines, six (6)
point harnesses, neck and head restraints, communications, track
specific gears and complete safety cages.

The Corporation has negotiated terms with over forty (40) 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 fifteen
(15) 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 fifteen (15) 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 owns a Miller Semi 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 employs a
marketing director.  This individual is primarily 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 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.  The fair value of the stock subject to the exchange
price was $.27 as of December 31, 2004 and the aggregate amount of debt
subject to exchange was $482,939 at December 31, 2004. If all of the
debt as of December 31, 2004, were converted, the Company would be
required to issue an additional 3,449,564 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 is one 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 seven 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.

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



<PAGE>6

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 $3,500 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 last quarter of the fiscal year ended December 31, 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>
             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
             9/30/04                     .20                   .20
            12/31/04                     .23                   .23
</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 March 31, 2005, 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.

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

<PAGE>8

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 six months ended December 31, 2004, the Corporation acquired
plant and equipment of $39,801 and purchased other assets of $38,953
resulting in net cash used in investing activities of $78,754.

The Corporation continues to look for ways to decrease its cash
expenditures and still retain quality management and consultants.   On
October 22, 2004, the Corporation's board of directors approved the
issuance of options to certain officers and directors and a consultant
for the purchase of 3,500,000 common shares at an exercise price of
$.15 per common share for a period of 5 years.

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 six months ended December 31, 2004, the Corporation reduced its
outstanding debt by repaying shareholder advances of $47,715, notes
payable of $5,000 and long-term debt of $16,775.   However, during that
same period, the Corporation received the proceeds from an unsecured
note payable to a bank in the amount of $100,000 bearing interest at
4.5 percent per annum due on February 6, 2006.

During the six months ended December 31, 2004, the Corporation, in its
ongoing attempt to limit cash expenditures, issued 99,167 common shares
for services valued at $19,425.

<PAGE> 9

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.

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.  The fair value of the stock subject to the
exchange price was $.27 as of December 31, 2004  and no debt was
converted as of December 31, 2004. The aggregate amount of debt subject
to exchange was $482,939 at December 3, 2004. If all of the debt as of
December 31, 2004 were converted, the Corporation would be required to
issue an additional 3,449,564 shares.

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

Results of Operations.

For the six months ended December 31, 2004, the Corporation had sales
of $1,200,793 with cost of sales of $465,732 for a gross profit of
$735,061.

For the six months ended December 31, 2004, the Corporation had general
and administrative expenses of $700,064 and non-cash stock compensation
of $74,425.   The percentage of general and administrative expenses to
revenues for the six months ended December 31, 2004 decreased to 58%
from 61% for the year ended June 30, 2004 due to management's ongoing
effort to reduce these types of expenses.

For the year ended June 30, 2004, the Corporation had sales of
$1,869,877 with cost of sales of $882,512 for a gross profit of
$987,365.

For the year ended June 30, 2004, the Corporation had general and
administrative expenses of $1,151,303 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, $3,901, amortization of service
contracts of $96,667 and other expenses of $78,173.   These expenses
increased over expenses for 2003 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
control.  These include, but are not limited to, unanticipated problems
relating to additional costs and expenses that may exceed current
estimates and competition.

<PAGE>10

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 15,
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 six months ended December 31, 2004
as filed with the Securities and Exchange Commission and has judged
such controls and procedures to be effective as of December 31, 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 43        President, Director            Inception to Present
                               Chief Executive Officer
                               				              June 13, 2002
    to September 1,
2004

Brian C. Rosenbloom, age 44        Director                      Inception to Present


Glenn Jarrett, age 53          Vice President	           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 in 1998.
Mr. Shannon spent six years as a systems engineer and marketing
representative with IBM after graduating in 1983 from the University of
South Florida's Engineering College with a degree in Computer Science.
From 1990 until 1994 Mr. Shannon was an investment advisor with Great
Western Securities and Hearn Financial Services in Orlando, FL.  In
1995 he co-founded Shannon/Rosenbloom Marketing with Brian Rosenbloom,
a Director of Dale Jarret Racing Adventure, Inc.

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.   Mr. Rosenbloom has been in the finance industry
for over twenty years.  Mr. Rosenbloom graduated from the University of
Albany in 1982 with a Bachelor's Degree in Business.  He also worked as
an investment advisor with Great Western Financial and co-founded
Shannon/Rosenbloom Marketing with Tim Shannon in 1995.

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 joining 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 for the school.

Mr. Ervin served as elder on the 2001-2003 Session of First
Presbyterian Church, Newton, NC, was appointed to the Catawba County
ABC Board and served on an Advisory Board of Catawba 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       -         -         -      -      -               -
       prior fiscal year 2004     $60,000       -         -         -      -      -               -
                         2004     $30,000       -         -         -     (2)     -               -

Glenn Jarrett            2002       -           -         -         -      -      -               -
COO                      2003       -           -         -         -      -      -               -
       prior fiscal year 2004       -           -         -         -     (2)     -               -
                         2004       -           -         -         -      -      -               -
</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.
(2)For the six months ended December 31, 2004, the Corporation awarded
Timothy Shannon 2,000,000 stock options at an exercise price of $.15
and Glenn Jarrett 1,000,000 stock options at an exercise price of $.15.


<PAGE>15

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.

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 October 22, 2004, the Corporation's board of directors approved the
issuance of options to certain officers and directors and a consultant
for the purchase of 3,500,000 common shares at an exercise price of
$.15 per common share for a period of 5 years.

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.  The fair value of the stock subject to the
exchange price was $.27 as of December 31, 2004 and no debt was
converted as of December 31, 2004. The aggregate amount of debt subject
to exchange was $482,939 at December 3, 2004. If all of the debt as of
December 31, 2004 were converted, the Corporation would be required to
issue an additional 3,449,564 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

<PAGE>16

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

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

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

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 $47,715 and $90,000 of cash repayments of
officer advances during the six months ended December 31, 2004 and the
year ended June 30, 2004.  The aggregate balance of all advances amounted
to $299,154 including accrued interest at December 31, 2004.  The
advances bear interest at 6 percent per annum and are expected to be
repaid currently.  Interest recorded was $8,735 and $21,160 for the six
months ended December 31, 2004 and the year ended June 30, 2004.


<PAGE>16

At December 31, 2004, Dale Jarrett Racing had accrued salary for Timothy
B. Shannon, its officer aggregating $183,785.  The officer is due $60,000
per year in annual salary.

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 Registered Public Accounting Firm.........18
Balance Sheet............................                  ......20
Statements of Operations......................                 ..21
Statement of Changes in Stockholders' (Deficit)                  22
Statements 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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Dale Jarrett Racing
Adventure, Inc. as of December 31, 2004, and the related statements of
operations, stockholders' (deficit), and cash flows for the six months
ended December 31, 2004, and the year ended 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 audits.

We conducted our audits in accordance with the auditing standards of
the Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates 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 December 31, 2004, and the results
of its operations, and its cash flows for the six months ended December
31, 2004, and the year ended June 30, 2004, 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 & Co., LLP


Denver, Colorado
March 21, 2005




<PAGE>19

                  Dale Jarrett Racing Adventure, Inc.
                             Balance Sheet
                           December 31, 2004

                    ASSETS
                    ------
Current assets:
  Cash                                                     $  263,200
  Accounts receivable                                          44,220
  Inventory                                                     9,218
  Prepaid expenses and other current assets                   105,108
                                                           ----------
      Total current assets                                    421,746
                                                           ----------

Property and equipment, at cost, net of
  accumulated depreciation of $578,571                        202,054
                                                           ----------

Other assets                                                   38,953
                                                           ----------
                                                           $  662,753
                                                           ==========

          LIABILITIES AND STOCKHOLDERS' (DEFICIT)
          ---------------------------------------
Current liabilities:
  Current portion of long-term debt                        $   35,011
  Accounts payable                                            122,341
  Accrued expenses                                             48,086
  Accrued salaries - officers                                 183,785
  Deferred revenue                                            495,563
  Shareholder advances                                        299,154
                                                           ----------
      Total current liabilities                             1,183,940
                                                           ----------

Note payable to bank                                          100,000
Long-term debt                                                 31,953
                                                           ----------
                                                              131,953
                                                           ----------

Stockholders' (deficit):
 Common stock, $.01 par value, 100,000,000 shares
  authorized, 18,151,876 shares issue and outstanding         181,519
 Additional paid-in capital                                 3,832,833
 Unearned services                                           (100,000)
 Accumulated (Deficit)                                     (4,567,492)
                                                           ----------
                                                             (653,140)
                                                           ----------
                                                           $  662,753
                                                           ==========
See accompanying notes to financial statements.



<PAGE>20

                  Dale Jarrett Racing Adventure, Inc.
                       Statements of Operations
               For The Six Months Ended December 31, 2004
                    and the Year Ended June 30, 2004

                                                Dec 31,    June 30,
                                                 2004         2004
                                              ----------   ----------

Sales                                         $1,200,793   $1,869,877
Cost of sales and services                       465,732      882,512
                                              ----------   ----------
Gross profit                                     735,061      987,365
                                              ----------   ----------
 Non cash stock compensation                      74,425      111,500
 General and administrative expenses             700,064    1,151,303
                                              ----------   ----------
                                                 774,489    1,262,803
                                              ----------   ----------

(Loss) from operations                           (39,428)    (275,438)

Other income (expense):
 Loss on disposal of equipment                   (30,177)           -
 Impairment of intangible assets                (272,224)           -
 Other income                                          -        4,500
 Interest expense - shareholders                  (8,735)     (21,160)
 Interest expense                                 (3,175)      (6,895)
                                              ----------   ----------
(Loss) before taxes                             (353,739)    (298,993)
Income taxes                                           -            -
                                              ----------   ----------
  Net (loss)                                  $ (353,739)  $ (298,993)
                                              ==========   ==========

Per share information:

Basic and diluted (loss) per share            $    (0.02)  $    (0.02)
                                              ==========   ==========
Weighted average shares outstanding           18,134,793   18,002,709
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>21
                  Dale Jarrett Racing Adventure, Inc.
                 Statement of Stockholders' (Deficit)
               For the Six Months Ended December 31, 2004
                    and Year Ended June 30, 2004
<TABLE>
                                                              Additional
                                          Common Stock         Paid-in       Stock
ACTIVITY                              Shares       Amount      Capital   Subscriptions
                                    ----------   ----------   ----------   ----------

                                 <c>          <c>          <c>          <c>
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 debt conversion      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            -

Shares issued for services              99,167          992       18,433            -
Impairment of intangible asset               -            -            -            -
Amortization of unearned services            -            -            -            -
Fair market value of options granted         -            -       55,000            -
Net loss for the six months ended
  December 31, 2004                          -            -            -            -
                                    ----------   ----------   ----------   ----------
Balance December 31, 2004           18,151,876   $  181,519   $3,832,833   $        -
                                    ==========   ==========   ==========   ==========



<PAGE>22

                                                  Unearned   Accumulated
                                                  Services     (Deficit)      Total
                                                 ----------   ----------   ----------
Balance June 30, 2003                           $  (527,502) $(3,914,760)  $ (698,835)

Shares issued for cash                                    -            -       85,000
Shares issued for services                                -            -      111,500
Shares issued for debt conversion                         -            -       24,000
Issuance of subscribed shares                             -            -            -
Shares returned for non-performance of services      18,333            -       (5,667)
Amortization of unearned services                    96,667            -       96,667
Net loss for the year ended June 30, 2004                 -     (298,993)    (298,993)
                                                 ----------   ----------   ----------
Balance June 30, 2004                              (412,502)  (4,213,753)    (686,328)

Shares issued for services                                -            -       19,425
Impairment of intangible asset                      272,224            -      272,224
Amortization of unearned services                    40,278            -       40,278
Fair market value of options granted                      -            -       55,000
Net loss for the six months ended December 31, 2004       -     (353,739)    (353,739)
                                                 ----------   ----------   ----------
Balance December 31, 2004                        $ (100,000) $(4,567,492)  $ (653,140)
                                                 ==========   ==========   ==========
</TABLE>

See accompanying notes to financial statements.



<PAGE>23
                  Dale Jarrett Racing Adventure, Inc.
                       Statements of Cash Flows
               For The Six Months Ended December 31, 2004
                    and the Year Ended June 30, 2004

                                                Dec 31,     June 30,
                                                 2004         2004
                                              ----------   ----------
Net (loss)                                    $ (353,739)  $ (298,993)
 Adjustments to reconcile net (loss) to net
 cash provided by (used in) operating activities:
  Depreciation and amortization                   84,514      246,898
  Common stock issued for services                74,425      111,500
  Interest accrued on officer loans                8,735       21,160
  Loss on the disposition of equipment            30,177            -
  Impairment of intangible assets                272,224            -
Changes in assets and liabilities:
  (Increase) decrease in accounts receivable     (44,220)      30,420
  (Increase) decrease in inventory                 2,965       (7,965)
  (Increase) decrease in prepaid expenses        (14,589)      13,493
  Increase (decrease) in deferred revenue       (232,357)     260,013
  Increase in accounts payable and
   accrued expenses                               45,631       35,416
                                              ----------   ----------
    Total adjustments                            227,505      710,935
                                              ----------   ----------
Net cash provided by (used in)
 operating activities                           (126,234)     411,942
                                              ----------   ----------
Cash flows from investing activities:
  Increase in other assets                       (38,953)           -
  Acquisition of property and equipment          (39,801)     (24,039)
                                              ----------   ----------
Net cash (used in) investing activities          (78,754)     (24,039)
                                              ----------   ----------

Cash flows from financing activities:
  Common stock issued for cash                         -       85,000
  Repayment of shareholder advance               (47,715)     (90,000)
  Proceeds from note payable                     100,000            -
  Repayment of notes payable                      (5,000)     (77,500)
  Repayment of long-term debt                    (16,775)     (30,346)
                                              ----------   ----------
Net cash provided by (used in)
 financing activities                             30,510     (112,846)
                                              ----------   ----------
Increase (decrease) in cash and
 cash equivalents                               (174,478)     275,057
Cash and cash equivalents, beginning             437,678      162,621
                                              ----------   ----------
Cash and cash equivalents, ending             $  263,200   $  437,678
                                              ==========   ==========

See accompanying notes to financial statements.




<PAGE>24

                  Dale Jarrett Racing Adventure, Inc.
                 Statements of Cash Flows (Continued)
               For The Six Months Ended December 31, 2004
                    and the Year Ended June 30, 2004

                                                Dec 31,     June 30,
                                                 2004         2004
                                              ----------   ----------
Supplemental cash flow information:
  Cash paid for interest                      $   14,410   $    6,061
                                              ==========   ==========
  Cash paid for income taxes                  $        -   $        -
                                              ==========   ==========

Non-cash Investing and Financing Activities:
  Vehicles acquired for notes payable         $        -   $   97,155
                                              ==========   ==========
  Vehicles acquired for common stock          $        -   $   20,000
                                              ==========   ==========
  Vehicle acquired for shareholder advance    $        -   $   64,000
                                              ==========   ==========





See accompanying notes to financial statements.




<PAGE>25

                  Dale Jarrett Racing Adventure, Inc.
                     Notes to Financial Statements
                           December 31, 2004


Note 1.  Organization and Significant Accounting Policies

The Company was incorporated in Florida on November 24, 1998.  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.  Subsequent to its last fiscal year end of June 30,
2004, the Company changed its year end to December 31.

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
$495,563 at December 31, 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 $236,629 at December 31, 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>26

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 six
months ended December 31, 2004, or year ended June 30, 2004, except as
discussed in Note 4.

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 $147,064 and
$260,196 for the six months ended December 31, 2004, and the year ended
June 30, 2004, respectively.

Fair value of financial instruments

The Company's short-term financial instruments consist of cash,
accounts receivable, accounts payable 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>27

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.

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.

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



<PAGE>28

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 November 2004, the FASB issued SFAS 151, "Inventory Costs." SFAS 151
amends the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage) under the
guidance in ARB 43, Chapter 4, "Inventory Pricing." Paragraph 5 of ARB
43, Chapter 4, previously stated that ".under some circumstances, items
such as idle facility expense, excessive spoilage, double freight, and
rehandling costs may be so abnormal as to require treatment as current
period charges.."  This Statement requires that those items be
recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal."  In addition, this Statement requires
that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production
facilities.  This statement is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005.  Management does not
expect adoption of SFAS 151 to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS 152, "Accounting for Real Estate
Time-Sharing Transactions."  The FASB issued this Statement as a result
of the guidance provided in AICPA Statement of Position (SOP) 04-2,
"Accounting for Real Estate Time-Sharing Transactions."  SOP 04-2
applies to all real estate time-sharing transactions.  Among other
items, the SOP provides guidance on the recording of credit losses and
the treatment of selling costs, but does not change the revenue
recognition guidance in SFAS 66, "Accounting for Sales of Real Estate,"
for real estate time-sharing transactions.  SFAS 152 amends Statement
66 to reference the guidance provided in SOP 04-2. SFAS 152 also amends
SFAS 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that SOP 04-2 provides the relevant guidance
on accounting for incidental operations and costs related to the sale
of real estate time-sharing transactions.  SFAS 152 is effective for
years beginning after June 15, 2005, with restatements of previously
issued financial statements prohibited.  Management does not expect
adoption of SFAS 152 to have a material impact on the Company's
financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary
Assets," an amendment to Opinion No. 29, "Accounting for Nonmonetary
Transactions."  Statement 153 eliminates certain differences in the
guidance in Opinion No. 29 as compared to the guidance contained in
standards issued by the International Accounting Standards Board.  The
amendment to Opinion No. 29 eliminates the fair value exception for
nonmonetary exchanges of similar productive assets and replaces it with
a general exception for exchanges of nonmonetary assets that do not
have commercial substance.  Such an exchange has commercial substance
if the future cash flows of the entity are expected to change
significantly as a result of the exchange.  SFAS 153 is effective for
nonmonetary asset exchanges occurring in periods beginning after June

<PAGE>29

15, 2005.  Earlier application is permitted for nonmonetary asset
exchanges occurring in periods beginning after December 16, 2004.
Management does not expect adoption of SFAS 153 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment."
SFAS 123(R) amends SFAS 123, "Accounting for Stock-Based Compensation,"
and APB Opinion 25, "Accounting for Stock Issued to Employees."  SFAS
123(R) requires that the cost of share-based payment transactions
(including those with employees and non-employees) be recognized in the
financial statements.  SFAS 123(R) applies to all share-based payment
transactions in which an entity acquires goods or services by issuing
(or offering to issue) its shares, share options, or other equity
instruments (except for those held by an ESOP) or by incurring
liabilities (1) in amounts based (even in part) on the price of the
entity's shares or other equity instruments, or (2) that require (or
may require) settlement by the issuance of an entity's shares or other
equity instruments.  This statement is effective (1) for public
companies qualifying as SEC small business issuers, as of the first
interim period or fiscal year beginning after December 15, 2005, or (2)
for all other public companies, as of the first interim period or
fiscal year beginning after June 15, 2005, or (3) for all nonpublic
entities, as of the first fiscal year beginning after December 15,
2005.  Management is currently assessing the effect of SFAS No. 123(R)
on the Company's financial statements.


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 six months ended December 31, 2004,
and the year ended June 30, 2004, the Company incurred net losses of
$353,739 and $298,993 and has working capital and stockholder deficits
of $762,194 and $653,140 at December 31, 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>30

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.


Note 3.  Property, Plant and Equipment

Property, plant and equipment consists of the following at December 31,
2004:

     Office furniture an equipment            $   34,517
     Shop and track equipment                     77,365
     Race vehicles                               502,397
     Vehicles - other                            166,346
                                              ----------
                                                 780,625
     Less accumulated depreciation              (578,571)
                                              ----------
                                              $  202,054
                                              ==========

Depreciation charged to operations was $44,236 and $153,459 for the six
months ended December 31, 2004, and year ended June 30, 2004,
respectively.


Note 4.  Stockholders' (Deficit)

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.

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 $100,000 at
December 31, 2004, and are classified as a reduction of stockholders'
equity.  Services charged to expense during the six months ended
December 31, 2004, and year ended June 30, 2004, amounted to $40,278
and $91,667, respectively.  The services will be charged to expense
ratably over the remaining terms of the contracts.  As of December 31,

<PAGE>31

2004, the Company determined that certain of the service contracts no
longer would provide continuing contributions to the Company's
operations.  The impairment amounted to $272,224 for the six months
ended December 31, 2004.

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
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, 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.  The fair value of the stock subject to the exchange
price was $.27 as of December 31, 2004 and the aggregate amount of debt
subject to exchange was $482,939 at December 31, 2004.  If all of the
debt as of December 31, 2004, were converted, the Company would be
required to issue an additional 3,449,564 shares.

During the six months ended December 31, 2004, the Company issued
99,167 shares of common stock for services valued at $19,425.  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 October 22, 2004, the Company's Board of Directors approved the
issuance of options to certain officers and directors and a consultant
for the purchase of 3,500,000 shares of restricted common shares at an
exercise price of $.15 per share for a period of 5 years.

The weighted average fair value at the date of grant for options
granted during 2004 as described above was $.11 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                             $      .15
     Exercise price                           $      .15
     Expected life in years                      5 years
     Interest rate                             3 percent
     Volatility                              101 percent
     Dividend yield                            0 percent

<PAGE>32

The fair value of the 500,000 options issued to the consultant of
$55,000 has been charged to operations during the six months ended
December 31, 2004.

Under the provisions of SFAS 123, the Company's net (loss) and (loss)
per share would have been (increased) to the pro forma amounts
indicated below for the six months ended December 31, 2004:

(Net loss)
     As reported                              $ (353,739)
     Pro forma                                $ (683,739)

(Loss) per share - basic and fully diluted
     As reported                              $    (0.02)
     Pro forma                                $    (0.04)

The following table summarizes the stock option activity:

                                                            Weighted
                                                            -average
                                                Stock       Price per
                                               Options       Share
                                              ----------   ----------

    Outstanding at June 30, 2003               4,109,814   $     0.14
    Expired                                     (173,150)  $     0.14
    Outstanding June 30, 2004                  3,936,664   $     0.14
    Granted                                    3,500,000   $     0.15
    Expired                                     (487,010)  $     0.14
                                              ----------
    Outstanding at December 31, 2004           6,949,654   $     0.15
                                              ==========

At December 31, 2004, the Company has the following options outstanding
all of which are exercisable:

Exercise price: $0.14; Outstanding: 3,449,654; Contractual life: 2.5
years
Exercise price: $0.15; Outstanding: 3,500,000; Contractual life: 4.8
years


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.

<PAGE>33

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 December 31, 2004 of approximately
$3,800,000 that will expire through 2024.  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       $1,300,000
       Less valuation allowance               (1,300,000)
                                              ----------
    Net deferred tax asset                    $        -
                                              ==========

During the six months ended December 31, 2004, and the year ended June
30, 2004, the valuation allowance for deferred tax assets increased by
approximately $100,000 and $70,000.


Note 6.  Notes Payable and Long-term Debt

The Company has four vehicle purchase contracts outstanding at December
31, 2004, having an outstanding balance at that date of $66,964.  The
loans are due in monthly installments of $2,919 including interest at
from 1.9 percent to 9 percent through July 2007.  Four support vehicles
collateralize the loans.  Principal repayments are due as follows:
$35,011 in 2005, $22,426 in 2006, and $9,527 in 2007.

In addition, the Company has an unsecured note outstanding payable to a
bank in the amount of $100,000 bearing interest at 4.5 percent per
annum due on February 6, 2006.


Note 7.  Commitments and contingencies

Operating leases

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

Rent expense amounted to $22,800 and $42,600 for the six months ended
December 31, 2004, and the year ended June 30, 2004, respectively.


Note 8.  Related Party Transactions

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.


<PAGE>34

The Company made $47,715 and $90,000 of cash repayments of officer
advances during the six months ended December 31, 2004, and the year
ended June 30, 2004, respectively.  The aggregate balance of all
advances amounted to $299,154 including accrued interest at December
31, 2004.  The advances bear interest at 6 percent per annum and are
expected to be repaid currently.  Interest recorded was $8,735 and
$21,160 for the six months ended December 31, 2004, and the year ended
June 30, 2004, respectively.

At December 31, 2004, the Company had accrued salary for its officer
aggregating $183,785. The officer is due $60,000 per year in annual
salary.


Note 9.  Subsequent Events

During January 2005 the Company issued an aggregate of 48,000 shares of
common stock for services.  The fair value of these shares will be
charged to operations during the period ended March 31, 2005.



<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
$20,000from Stark Winter Schenkein and Co., LLP for the 2004 fiscal year.
Such fees included work completed for our annual audits and for the
review of our financial statements included in our Form 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 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 during fiscal 2004. 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:    April 15, 2005

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   April 15, 2005
-------------------             President/Director

/s/Brian C. Rosenbloom                   Director             April 15, 2005

/s/Glenn Jarrett                         Director             April 15, 2005
-------------------                 Vice President
</TABLE>