U. S. Securities and Exchange Commission
                         Washington, D. C. 20549

                                 FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2004


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from _____ to _____

                         Commission File No. 0-21733

                          THE KINGSLEY COACH, INC.
                 --------------------------------------------
                (Name of Small Business Issuer in its Charter)

         Delaware                                    23-3003600
   -------------------------------------------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer I.D. No.)
    incorporation or organization)


                    25820 7th Street W., Zimmerman MN 55398
                    ---------------------------------------
                   (Address of Principal Executive Offices)

                   Issuer's Telephone Number: (800) 445-2918


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.     Yes [X]    No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
                          November 16, 2004
                          Common Stock: 32,199,072

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No  [X]



<PAGE>

     
<PAGE>
                     The Kingsley Coach, Inc.
                                Balance Sheet
                              September 30, 2004
                                 (Unaudited)

ASSETS

Current Assets:
 Cash                                      $       993
 Accounts Receivable                           287,603
 Prepaid Expenses                              217,566
 Inventory                                     968,650
                                             ---------
 Total Current Assets                        1,474,812

Property & Intangibles, net                    784,551
Other Assets:
 Prepaid Expenses                               86,364
 Deposits                                        3,650
                                             ---------
 Total Other Assets                             90,104
                                             ---------
 Total Assets                               $2,349,377
                                             =========
LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities:
 Accounts Payable                          $   211,195
 Accrued Liabilities                           351,748
 Customer Deposits                           1,424,800
 Note Payable - Inventory                        6,771
 Unearned Revenue                              269,000
 Current Portion of Long Term Debt             215,000
 Total Current Liabilities                   ---------
                                             2,478,514
                                             ---------
Long Term Liabilities:
 Notes Payable                                 633,655
 Note Payable Shareholder                      131,475
 Convertible debt                              574,998
 Less current portion of Long Term Debt       (215,000)
                                             ---------
 Total Long-term Liabilities                 1,125,117
                                             ---------
 Total Liabilities                           3,603,631
                                             ---------
Stockholders' Deficit:
 Preferred Stock, $.00001 par value;
  authorized  5,000,000 shares,  issued
  and outstanding -0- shares                         -
 Common Stock, $.00001 par value;
  authorized 100,000,000 shares, issued
  and outstanding 32,199,072 shares                322
 Additional Paid-In Capital                  4,546,208
 Treasury Stock                                (14,000)
 Accumulated Deficit                        (5,786,784)
                                             ---------
 Total Stockholders' Deficit                (1,254,254)
                                             ---------
 Total Liabilities & Stockholders' Deficit $ 2,349,377
                                             =========




See accompanying notes to financial statements


                                    -1-

<PAGE>


                          The Kingsley Coach, Inc.

                         Statements of Operations

                        For the Three Month Periods
                    ending September 30, 2004 and 2003
                               (Unaudited)

                                              Three Months Ending
                                    September 30, 2004   September 30, 2003
                                    ---------------------------------------
Revenue                                $    893,921       $    677,696

Cost of Sales                              (831,860)          (633,207)
                                        -----------        -----------
Gross Margin                                 62,061             44,489

General & Administrative Expense            406,212            555,966
                                        -----------        -----------
Net Loss from Operations                   (344,151)          (511,477)

Other Income/(Expense):
 Other income                                     -                200
 Interest Expense, net                      (33,339)           (13,780)
                                        -----------        -----------
Net other income                            (33,339)           (13,580)

Net Loss Before Tax                        (377,490)          (525,057)

Provision for Income Taxes                        -                  -
                                        -----------        -----------
Net Loss                               $   (377,490)      $   (525,057)
                                        ===========        ===========

Net Loss per share                     $      (0.01)      $     ( 0.03)
                                        ===========        ===========

Weighted Average Shares                  31,756,072         17,383,082
                                        ===========        ===========

                                    -2-

<PAGE>


See accompanying notes to financial statements



                         The Kingsley Coach, Inc.

                         Statements of Cash Flows

                        For the Three Month Periods
                    ending September 30, 2004 and 2003
                               (Unaudited)


                                        Three Month Period Ending
                                September 30, 2004    September 30, 2003
                                ------------------    ------------------
Cash Flows from Operating
 Activities:

 Net Loss                            $ (377,490)          $ (525,057)

 Adjustments to reconcile net
  loss to net cash provided by/
  (used in) operating activities:

  Depreciation and amortization           8,000               18,355
  Granted stock warrants for financing   26,971                    -
  (Increase)/decrease in receivables    (16,723)              (3,760)
  (Increase)/decrease in inventory     (465,487)              78,775
  (Increase)/decrease in prepaid
   expenses                              74,846               15,754
  Increase/(decrease) in current
   liabilities                           20,150              149,000
  Increase/(decrease) in customer
   deposits                             370,426              538,045
                                      ---------            ---------
  Net Cash from Operating Activities   (359,307)             271,112

Net Cash From Investing Activities:
 Purchase of equipment                 (121,767)                   -
                                      ---------            ---------
  Net Cash from Investing Activities   (121,767)                   -

Net Cash From Financing Activities:
 Advances and borrowing                 574,988               25,000
 Principal increase (reduction)        (138,318)            (123,515)
                                      ---------            ---------
  Net Cash from Financing Activities    436,670              (98,515)

Net Increase/(Decrease) in Cash         (44,404)             172,597

Beginning Cash Balance                   45,397                    -
                                      ---------            ---------

Ending Cash Balance                  $      993           $  172,597
                                      =========            =========
Supplemental Disclosures:
 Interest Paid                       $    6,368           $   13,780
 Taxes Paid                                   -                    -


See accompanying notes to financial statements

                                     -3-


<PAGE>

<PAGE>
                         THE KINGSLEY COACH, INC.
                       NOTES TO FINANCIAL  STATEMENTS
            For the Three Month Period Ended September 30, 2004
                               (Unaudited)

1.       PRELIMINARY NOTE

The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  The interim financial statements reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the
results for the period. Certain information and disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended June 30, 2004.

2.       SALE OF CONVERTIBLE DEBENTURES AND WARRANTS

On July 21, 2004 the Company closed the sale of two identical Convertible
Notes and Common Stock Purchase Warrants. The Convertible Notes have principal
amounts of $600,000 and $10,000, which is payable on July 21, 2006.  The Notes
bears interest at 8% per annum.  The principal and/or interest due on the Note
are convertible at the holder's option into shares of Kingsley Coach common
stock at a conversion rate of $.15 per share.  If Kingsley Coach sells any
common shares or derivatives for a price less than $.15 per share, the
conversion rate in the Note will be reduced to equal that lower price.

The Warrants that were sold with the Debentures afford the holder the right to
purchase 1,200,000 common shares at $.20 per share through July 21, 2009.  If
Kingsley Coach sells any common shares or derivatives for a price less than
$.20 per share, the exercise price of the Warrants will be reduced to equal
that lower price.

The Company determined the fair value of the Warrants utilizing the Black-
Scholes option pricing model and the minimum value method.  The fair value
of the Warrants was calculated to be $26,971 and was included in the Company's
"interest expense" as of September 30, 2004.

Kingsley Coach realized net cash proceeds of approximately $575,000 from the
sale of the Debentures and Warrants, after payment of the expenses of the
offering.


                                     -4-

<PAGE>


<PAGE>
Item 2.  Management Discussion and Analysis

  Forward-looking Statements

  This Report contains certain forward-looking statements regarding Kingsley
Coach, its business and financial prospects.  These statements represent
Management's best estimate of what will happen.  Nevertheless, there are
numerous risks and uncertainties that could cause our actual results to differ
dramatically from the results suggested in this Report.  Among the more
significant risks are:

     *  Kingsley Coach has negative working capital and very limited
        financial resources. Until Kingsley Coach remedies its working
        capital situation, its ability to fund growth will be limited.  This
        situation will prevent Kingsley Coach from taking advantage of the
        economies of scale that are crucial to significant profitability.

     *  Kingsley Coach has had poor financial results recently and has
        incurred substantial losses.  Although many factors have contributed
        to this situation, the primary current cause of the situation is
        Kingsley Coach's inability to fund production at a rate sufficient
        for Kingsley Coach to be profitable.  It is not certain that the
        recent infusion of capital into Kingsley Coach will be sufficient to
        assure profitable operations.

     *  Kingsley Coach's business plan depends to a large extent upon its
        success in marketing its new standardized "Kruiser" model. Since
        marketing of the Kruiser was only recently initiated, we do not yet
        know how successful the product will be.  If we are not able to
        market the Kruiser effectively, our financial results will be
        adversely affected.

     *  Kingsley Coach has only one executive officer employed full-time,
        its President.  Until Kingsley Coach is able to attract additional
        senior management personnel, it  will depend on its President alone
        for its executive decision-making.

     Because these and other risks may cause the Company's actual results
to differ from those anticipated by Management, the reader should not place
undue reliance on any forward-looking statements that appear in this Report.

     Results of Operations

     Kingsley Coach has experienced several years of losses, primarily due
to our inability to fund production at a profitable rate.  During the second
half of fiscal 2004 (ended June 30, 2004), we obtained approximately $1
million in capital from the sale of our common stock, and in the first quarter
of fiscal 2005 we obtained $575,000 from the sale of convertible debentures
and warrants to an investment fund.  We committed most of those funds to the
purchase of components for the vehicles in our backlog.  As a result, in the
second half of fiscal 2004 (ending June 30, 2004), we booked $2,507,980 in
sales, including $1,402,980 booked in the 4th Quarter.  This represented a
128% increase in revenue over the first half of fiscal 2004, and a 57%
increase over the second half of fiscal 2003.

     Our growth was slowed in the quarter ended September 30, 2004.  We
shipped only four units, and recognized $893,921 in revenue.  This represented
a 32% increase over revenue in the quarter ended September 30, 2003, but also
represented a sharp reduction from the preceding quarter.  The reason for the
reduction in sales was that during the quarter we relocated our manufacturing
facility from Andover, Minnesota to Zimmerman, Minnesota.  The move cost in
excess of $150,000, and shut down our production for an extended period.  Our
estimate is that the downtime delayed approximately $500,000 in sales that
would otherwise have been recorded in the quarter.

                                    -5-

<PAGE>

     The move to Zimmerman, however, positions us well for future growth.
The new facility increases our production capacity 500%.  In addition, we
invested approximately $200,000 in building improvements, which gives us a
state-of-the-art facility.  With this new facility in place, the only
significant limit on our ability to grow will be our ability to fund growth.

     Our gross margin for the quarter ended September 30, 2004 was only
$62,061, or 7% of sales.  This margin fell far below the margin ratios we have
experienced in recent quarters.  The reduction was primarily caused by two of
the units shipped in the quarter which had been ordered almost two years ago.
At that time we were dependent on customer deposits to fund our operations,
and so agreed to sell the units at a low price in exchange for a sizeable
deposit.  In addition, our costs have increased substantially in the past two
years, but there was no provision in the contract that allowed us to pass
along the increases to our customer.  The result was that we sold these two
units at a substantial loss, causing us to incur low overall margin.

     As a result of our reduced sales level, our low profit margin on
sales, and the fact that we expensed the entire cost of moving in the quarter,
our net for the quarter ended September 30, 2004 was a loss of $377,490.  We
consider the quarter, however, to be an aberation from our recent growth
pattern.  We expect to return to profitability promptly.

Liquidity and Capital Resources

     Kingsley Coach currently has no bank line of credit or other source of
bank financing.  For the most part, we rely on the sale of our common stock
(or derivatives) to fund our growth.  Near the end of December 2002, however,
we entered into a new operational and financial arrangement with our principal
subcontractor.  As part of that arrangement, the vendor loaned us $200,000
interest-free and extended nearly $300,000 in additional credits.  The loan is
now being satisfied by payment of a $10,000 premium on each subassembly that
we purchase from the vendor.

     At September 30, 2004 Kingsley Coach had a working capital deficit of
$(1,003,702), an improvement of $219,225 since June 30, 2004.  The principal
factors that affected working capital during the quarter were:

          -     Working capital was increased by our sale of a three-year
                $600,000 Convertible Debenture in July 2004.

          -     Working capital was also increased by the reclassification
                of $217,566 in prepaid expenses from Other Assets to
                Current Assets.  That amount represents the prepaid fees
                of consultants for services to be performed prior to
                September 30, 2005.  The asset will be amortized as an
                expense over the period of performance.

          -     Working capital was decreased by the loss we realized in
                the quarter and the cash used in outfitting our new
                facility in Zimmerman and moving our operations there.

          -     Working capital was also decreased as a result of our
                large liability for customer deposits that were received
                and used in prior periods. The cash that we received on
                delivery of new vehicles during the recent quarter was
                often not much greater and, in some cases, less than the
                cash we expended in producing the vehicle, since any cash
                profit on the sale is represented by the deposit.  So the
                $370,426 increase in customer deposits that we realized
                during quarter ended September 30, 2004 was used to fund
                current operations, thereby increasing our working capital
                deficit in that amount.  Until we obtain a credit line or
                other source of short-term financing for production, other
                than the deposits placed by new customers, it will be
                difficult for us to remedy our working capital deficit.

     Throughout our history, our cash flow has been a function of growth.
Until we completed the development of our Camelot model in fiscal 2000, our
operations produced positive cash flow.  When we ramped up production in 2000
to prepare for anticipated Camelot sales,  our operations generated a cash
flow deficit, primarily due to an increase in inventory as well as expenses
attributable to increases in personnel and facilities in anticipation of
Camelot sales. For the entirety of fiscal 2001, fiscal 2002 and fiscal 2003,
however, our operations produced positive cash, as did operations for the
first quarter of fiscal 2004.  For the past twelve months, however, we have
been involved in ramping up our production capabilities.  The expense of
transferring production operations to Minnesota and increasing our inventory
in anticipation of growth has resulted in negative cash flow during this
period.  In the recent quarter, for example, we realized negative cash flow of
$359,307, primarily due to an increase of $465,487 in our inventory.  Our cash
flow, therefore, provided we sustain a minimum level of operations, is
essentially a function of how aggressively we grow.


                                   -6-

<PAGE>


     In July 2004 Kingsley Coach obtained net proceeds of approximately
$575,000 from the sale of a convertible note and a warrant to an investment
fund.  That event has further stabilized our finances, and permitted increased
production.  The Company should be able to sustain operations for the
indefinite future with its present resources.  When cash is short, however,
the only feasible method of sustaining operations is to delay production.
This in turn slows growth and damages our marketing abilities.  Accordingly,
the Company continues to seek sources of financing to enable the Company to
fund the growth at a rate determined by market demand.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial
condition or results of operations.

Item 3.  Controls and Procedures

     Ralph Dickenson, our Chief Executive Officer and Chief Financial
Officer, performed an evaluation of the Company's disclosure controls and
procedures as of September 30, 2004.  Based on his evaluation, he concluded
that the controls and procedures in place are sufficient to assure that
material information concerning the Company which could affect the disclosures
in the Company's quarterly and annual reports is made known to him by the
other officers and employees of the Company, and that the communications occur
with promptness sufficient to assure the inclusion of the information in the
then-current report.

     There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date on which Mr. Dickenson performed his evaluation.

PART II   -   OTHER INFORMATION

Item 2. Changes in Securities and Small Business Issuer Purchase of Equity
        Securities

     (c) Unregistered sales of equity securities

     In July 2004 Kingsley Coach issued an 8% Convertible Note due July
21, 2006 in the principal amount of $600,000 and a five year Warrant to
purchase shares of common stock to Longview Fund LP in consideration of
$600,000.   The issuance was exempt pursuant to Section 4(2) of the Act since
the issuance was not made in a public offering and was made to an entity whose
principals had access to detailed information about Kingsley Coach and which
was acquiring the shares for its own account.  There were no underwriters.

     In July 2004 Kingsley Coach issued an 8% Convertible Note due July
21, 2006 in the principal amount of $10,000 and a five year Warrant to
purchase shares of common stock to Barbara Mittman in consideration of $10,000
in services rendered to Longview Fund LP in connection with its acquisition of
securities from Kingsley Coach.  The issuance was exempt pursuant to Section
4(2) of the Act since the issuance was not made in a public offering and was
made to an individual who had access to detailed information about Kingsley
Coach and was acquiring the shares for her own account.  There were no
underwriters.

     (e) Purchases of equity securities

     The Company did not repurchase any of its equity securities that were
registered under Section 12 of the Securities Exchange Act during the 1st
quarter of fiscal year 2005.

Item 6.  Exhibits and reports on Form 8-K.

     Reports on Form 8-K:

     Report dated July 27, 2004 regarding the issuance of convertible
notes and warrants.

     Exhibits:

      31   Rule 13a-14(a) Certification
      32   Rule 13a-14(b) Certification


                                 SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by
the undersigned thereunto duly authorized.

                                  THE KINGSLEY COACH, INC.

Date: November 18, 2004           By: /s/ Ralph Dickenson
                                  -----------------------------------
                                  Ralph Dickenson, Chief Executive
                                  Officer & Chief Financial Officer